Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) requested (which shall (x) not be less than $1,000,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or more), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables. (b) On the date of each Investment, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V and in accordance with the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments requested, at the account set forth in the related Investment Request. (c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder). (d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Final Due Date. Prior thereto, the Seller shall on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 in accordance with such Section. Without limiting the foregoing, on each Settlement Date the Seller shall be obligated (without regard to the amount of Collections then available) to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to exist. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reduction, in whole or in part, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group Agent; provided, however, that each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 and shall be an integral multiple of $100,000 or (ii) within the same Business Day if requested by 10:00 a.m. (New York City time), or on the following Business Day if requested after such time, and without any minimum amount requirement, for the purpose of curing any Capital Coverage Deficit. (e) The Seller may, at any time upon at least fifteen (15) days prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an integral multiple of $100,000, and no such reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Purchaser shall be ratably reduced. (f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the Purchasers, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any other non-contingent Seller Obligations then due and owing by the Seller, the portion of the amount of such Seller Obligations described in clause (D) above equal to the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (NCR Corp), Receivables Purchase Agreement (NCR Corp)
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the a Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. 1:00 p.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which shall (x) not be less than $1,000,000 2,500,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or more100,000), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, distributed and (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables).
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the applicable Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the applicable Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the applicable Seller in connection with any Investment hereunder).
(d) The Seller Sellers shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall Sellers shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such Section. Without limiting the foregoing, on each Settlement Date the Seller shall be obligated Section 4.01 (without regard subject to the amount of Collections then available) to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existpriorities for payment set forth therein). Notwithstanding the foregoing, the SellerSellers, in its their discretion, shall have the right to make a reductionreduce, in whole or in part, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group AgentAgent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 and shall be an integral multiple of $100,000 or 100,000; provided, however that notwithstanding the foregoing, a reduction may be in an amount necessary to reduce any Capital Coverage Deficit existing at such time to zero, and (ii) within the same Business Day if requested by 10:00 a.m. (New York City time), or any accrued Yield and Fees and any associated Breakage Fees in respect of such reduced Capital shall be paid on the immediately following Business Day if requested after Settlement Date (to the extent such time, and without any minimum amount requirement, for the purpose of curing any Capital Coverage Deficitreduction date is not a Settlement Date).
(e) The Seller Sellers may, at any time upon at least fifteen thirty (1530) days days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,00060,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller Sellers shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
(g) Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Sellers may from time to time advise the Administrative Agent and each Group Agent in writing of their desire to extend the Scheduled Termination Date for an additional 364 day period, provided that such request is made not more than one hundred twenty (120) days prior to, and not less than sixty (60) days prior to, the then current Scheduled Termination Date. The Administrative Agent and each Committed Purchaser (or its Group Agent on its behalf) shall notify the Sellers and the Administrative Agent in writing whether or not such Person is agreeable to such extension (it being understood that the Administrative Agent and the Committed Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than thirty (30) days prior to the then current Scheduled Termination Date; provided, however, that if the Administrative Agent or any Committed Purchaser fails to so notify the Sellers and the Administrative Agent, the Administrative Agent or such Committed Purchaser, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Committed Purchasers have so notified the Sellers and the Administrative Agent in writing that they are agreeable to such extension, the Sellers, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers may deem necessary or appropriate to effect such extension, and all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers in connection therewith (including Attorney Costs) shall be paid by the Sellers. In the event any Committed Purchaser declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Committed Purchaser’s Group shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.), Receivables Purchase Agreement (OUTFRONT Media Inc.)
Making Investments; Return of Capital. (a) Each The Seller may request an Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the Seller by delivering to the Administrative Agent and each Group Agent an Investment Request in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment Request shall be made delivered on a Business Day by no later than 11:00 a.m. 1:00 p.m. (New York City time) on a at least two (2) Business Day (Days prior to the day the related requested Investment is to be made, it being understood in each case that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify specified in clauses (i) the amount of the Investment(s) requested (which shall (x) not be less than $1,000,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or more), (ii) the allocation shall be
(i) The Administrative Agent shall, promptly after receipt by it of an Investment Request pursuant to Section 2.02(a), notify each Group Agent of its receipt of such amount Investment Request specifying the information provided by the Seller and the apportionment among the Groups (which shall be ratable ratably based on the Group Commitments), (iii) of the account to which the proceeds of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(b) . On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and pursuant to the other conditions set forth in accordance with this Article II, deliver to the Administrative Agent by wire transfer of immediately available funds at the account from time to time designated in writing by the Administrative Agent, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being funded by such Purchaser. On the date of each Investment specified in the applicable Investment Request, the Administrative Agent shall, upon satisfaction of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments requestedCapital to be funded by all Purchasers, at the account set forth in the related Investment Request, provided that if any Purchaser fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds the share of the Investment of such Purchaser on such date, and such Purchaser shall be subject to the repayment obligation in Section 2.02(b)(ii).
(ii) Unless the Administrative Agent shall have received notice from a Purchaser or Group Agent prior to the proposed date of any Investment that such Purchaser’s or Group Agent’s Group will not make available to the Administrative Agent such Group’s share of such Investment, the Administrative Agent may assume that such Group has made such share available on such date in accordance with the foregoing clause (b)(i) and may, in reliance upon such assumption, make available to the Seller a corresponding amount. In such event, if a Group has not in fact made its share of the applicable Investment available to the Administrative Agent, then the Committed Purchaser in such Group and the Seller severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Seller to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Committed Purchaser, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Seller, the Base Rate. If such Committed Purchaser pays such amount to the Administrative Agent, then such amount shall constitute such Committed Purchaser’s Capital included in such Investment. If the Seller and such
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller or Administrative Agent any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise only in accordance with such Section. Without limiting the foregoing, on each Settlement Date the Seller shall be obligated Section 4.01 (without regard subject to the amount of Collections then availablepriorities for payment set forth therein) to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that by paying the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to exist. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reduction, in whole or in part, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group Agent; provided, however, that each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 and shall be an integral multiple of $100,000 or (ii) within the same Business Day if requested by 10:00 a.m. (New York City time), or on the following Business Day if requested after such time, and without any minimum amount requirement, for the purpose of curing any Capital Coverage Deficitaccordance with Section 4.
(e) The Seller may, at any time upon at least fifteen (15) days prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an integral multiple of $100,000, and no such reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the Purchasers, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any other non-contingent Seller Obligations then due and owing by the Seller, the portion of the amount of such Seller Obligations described in clause (D) above equal to the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.), Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s the prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. 12:00 p.m. (New York City time) on the date of the proposed Investment, which date shall be a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which amount shall (x) not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 100,000) and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 100,000 or more), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such Section. Without limiting Section 4.01 (subject to the foregoing, on each Settlement Date the Seller shall be obligated (without regard to priorities for payment set forth therein) by paying the amount of Collections then available) such reduction to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 4.02. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 4.02, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice thereof no later than 12:00 p.m. (each, a “Reduction Notice”New York City time) thereof on the date of the proposed reduction to the Administrative Agent and each Group AgentAgent in the form of a Reduction Notice attached hereto as Exhibit E; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 100,000 and shall be an integral multiple of $100,000 or thereof, (ii) within no such reduction shall reduce the same Business Day if requested Aggregate Capital to an amount less than the Minimum Funding Threshold (other than in connection with the Seller’s designation of a holiday contemplated by 10:00 a.m. (New York City timeSection 8.01(dd)); provided, or on however that notwithstanding the following Business Day if requested after such timeforegoing, and without any minimum a reduction may be in an amount requirement, for the purpose of curing necessary to reduce any Capital Coverage DeficitDeficit existing at such time to zero, and (ii) any accrued Yield and Fees in respect of the portion(s) of Capital so reduced shall be paid in full on the immediately following Settlement Date.
(e) The Seller may, at any time upon at least fifteen ten (1510) days Business Days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,00085,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Ashland Inc.), Receivables Purchase Agreement (Ashland Global Holdings Inc)
Making Investments; Return of Capital. (a) Each The Seller may request an Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the Seller by delivering to the Administrative Agent and each Group Agent an Investment Request in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment Request shall be made delivered on a Business Day by no later than 11:00 a.m. 1:00 p.m. (New York City time) on a at least two (2) Business Day (Days prior to the day the related requested Investment is to be made, it being understood in each case that any such request made after such time specified in clauses (i) and (ii) shall be deemed to have been made on the following Business Day) and . Each Investment Request shall specify (i) the amount of the Investment(s) Capital requested (which amount shall (x) not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment, not cause (1) a Capital Coverage Deficit to exist or (2) the Aggregate Capital to be less than an amount that is equal to the lesser of (A) exceed sixty-six and sixty-seven hundredths percent (66.67%) of the Aggregate Capital or Facility Limit at such time and (B) be less than the Aggregate Capital by $1,000,000 or more)Coverage Amount at such time, (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(bi) The Administrative Agent shall, promptly after receipt by it of an Investment Request pursuant to Section 2.02(a), notify each Group Agent of its receipt of such Investment Request specifying the information provided by the Seller and the apportionment among the Groups (which shall be ratably based on the Group Commitments) of the requested Investment. On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and pursuant to the other conditions set forth in accordance with this Article II, deliver to the Administrative Agent by wire transfer of immediately available funds at the account from time to time designated in writing by the Administrative Agent, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being funded by such Purchaser. On the date of each Investment specified in the applicable Investment Request, the Administrative Agent shall, upon satisfaction of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments requestedCapital to be funded by all Purchasers, at the account set forth in the related Investment Request, provided that if any Purchaser fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds the share of the Investment of such Purchaser on such date, and such Purchaser shall be subject to the repayment obligation in Section 2.02(b)(ii).
(ii) Unless the Administrative Agent shall have received notice from a Purchaser or Group Agent prior to the proposed date of any Investment that such Purchaser’s or Group Agent’s Group will not make available to the Administrative Agent such Group’s share of such Investment, the Administrative Agent may assume that such Group has made such share available on such date in accordance with the foregoing clause (b)(i) and may, in reliance upon such assumption, make available to the Seller a corresponding amount. In such event, if a Group has not in fact made its share of the applicable Investment available to the Administrative Agent, then the Committed Purchaser in such Group and the Seller severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Seller to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Committed Purchaser, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Seller, the Base Rate. If such Committed Purchaser pays such amount to the Administrative Agent, then such amount shall constitute such Committed Purchaser’s Capital included in such Investment. If the Seller and such Committed Purchaser shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Seller the amount of such interest paid by the Seller for such period. Any such payment by the Seller shall be without prejudice to any claim the Seller may have against a Committed Purchaser that shall have failed to make such payment to the Administrative Agent.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller or Administrative Agent any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise only in accordance with such Section. Without limiting Section 4.01 (subject to the foregoing, on each Settlement Date the Seller shall be obligated (without regard to priorities for payment set forth therein) by paying the amount of Collections then available) to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described such reduction in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 4.02. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce without premium or penalty (other than any associated Breakage Fees, if applicable), in whole or in partpart by payment only from Collections on Pool Receivables, of the outstanding Capital of any or all Purchasers on any Business Day by delivering a Reduction Notice in the Purchasers form attached hereto as Exhibit B to the Administrative Agent and each Group Agent by no later than (together with i) if the amount of outstanding Capital to be reduced does not exceed $100,000,000, 3:00 p.m. on the date of such reduction and (ii) otherwise, one (1) Business Day prior to the date of such reduction; provided, however, that (A) each such reduction shall not be less than $100,000 (unless the Capital of the applicable Purchaser or the Aggregate Capital, as applicable, would be reduced to zero) and shall be an integral multiple of $100,000; provided, however, that notwithstanding the foregoing, a reduction may be in an amount necessary to reduce any Capital Coverage Deficit existing at such time to zero, (B) any accrued Yield and Fees in respect of such reduction the portion(s) of Capital so reduced shall be paid in Capital): full on the immediately following Settlement Date and (iC) on it shall be a condition precedent to any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group Agent; provided, however, that each such reduction in Capital shall that after giving effect to the reduction in the outstanding Capital proposed in such Reduction Notice, the outstanding Capital at such time would not be in a minimum aggregate less than an amount equal to the lesser of $1,000,000 (x) sixty-six and shall be an integral multiple sixty-seven hundredths percent (66.67%) of $100,000 or the Facility Limit at such time and (iiy) within the same Business Day if requested by 10:00 a.m. (New York City time), or on the following Business Day if requested after Capital Coverage Amount at such time; provided, and without further, if the outstanding Capital of any minimum amount requirementCommitted Purchaser is reduced to zero, for the purpose Seller may, in its discretion reduce the Commitment of curing any Capital Coverage Deficitsuch Committed Purchaser to zero.
(e) The Seller may, at any time upon at least fifteen thirty (1530) days days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and 100,000,000 (unless the Commitment of any applicable Committed Purchaser shall be an reduced to zero) or integral multiple multiples of $100,000100,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,0001,000,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser shall be ratably reduced. Notwithstanding the foregoing, if any Affected Person in the related Group shall have submitted a claim for reimbursement or compensation under Section 5.01 or any Purchaser in the related Group shall have become a Defaulting Purchaser, at any time upon at least one (1) day’s prior written notice to the Administrative Agent and each Group Agent, reduce the Facility Limit in part by reducing the Commitment of the related Committed Purchaser on a non-ratable basis.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash from available Collections in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts from available Collections first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
(g) So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, with the prior written consent of the Administrative Agent and upon prior notice to the Purchasers, the Seller may from time to time request an increase in the Commitment with respect to one or more Committed Purchasers or cause additional Persons to become parties to this Agreement, as Purchasers, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Committed Purchasers’ Commitments and the Commitments of all such additional Committed Purchasers may not exceed $2,000,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $100,000,000. At the time of sending such notice with respect to any Purchaser, the Seller (in consultation with the Administrative Agent) shall specify the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Committed Purchaser being asked to increase its Commitment and the Administrative Agent shall notify the Seller within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Committed Purchaser’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Committed Purchaser’s Commitment. For the avoidance of doubt, only the consent of the Purchaser then being asked to increase its Commitment (or an additional Purchaser) and the Administrative Agent shall be required in order to approve any such request. If the Commitment of any Committed Purchaser is increased (or a new Person is added as Committed Purchaser) in accordance with this clause (g), the Administrative Agent, such Purchaser and the Seller shall determine the effective date with respect to such increase (or addition) and shall enter into such documents as agreed to by such parties to document such increase (or addition). If the Commitment of any Committed Purchaser is increased (or a new Person is added as Committed Purchaser) the Administrative Agent shall provide written notice of such increase (or addition) to each Purchaser and Group Agent.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the a Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. 1:00 p.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which shall (x) not be less than $1,000,000 2,500,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or more100,000), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, distributed and (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables).
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the applicable Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the applicable Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the applicable Seller in connection with any Investment hereunder).
(d) The Seller Sellers shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall Sellers shall, on each Settlement 46 Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such Section. Without limiting the foregoing, on each Settlement Date the Seller shall be obligated Section 4.01 (without regard subject to the amount of Collections then available) to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existpriorities for payment set forth therein). Notwithstanding the foregoing, the SellerSellers, in its their discretion, shall have the right to make a reductionreduce, in whole or in part, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group AgentAgent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 and shall be an integral multiple of $100,000 or 100,000; provided, however that notwithstanding the foregoing, a reduction may be in an amount necessary to reduce any Capital Coverage Deficit existing at such time to zero, and (ii) within the same Business Day if requested by 10:00 a.m. (New York City time), or any accrued Yield and Fees and any associated Breakage Fees in respect of such reduced Capital shall be paid on the immediately following Business Day if requested after Settlement Date (to the extent such time, and without any minimum amount requirement, for the purpose of curing any Capital Coverage Deficitreduction date is not a Settlement Date).
(e) The Seller Sellers may, at any time upon at least fifteen thirty (1530) days days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,00060,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller Sellers shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
(g) Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Sellers may from time to time advise the Administrative Agent and each Group Agent in writing of their desire to extend the Scheduled Termination Date for an additional 364 day period, provided that such request is made not more than one hundred twenty (120) days prior to, and not less than sixty (60) days prior to, the then current Scheduled Termination Date. The Administrative Agent and each Committed Purchaser (or its Group Agent on its behalf) shall notify the Sellers and the Administrative Agent in writing whether or not such Person is agreeable to such extension (it being understood that the Administrative Agent and the Committed Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than thirty (30) days prior to 47 the then current Scheduled Termination Date; provided, however, that if the Administrative Agent or any Committed Purchaser fails to so notify the Sellers and the Administrative Agent, the Administrative Agent or such Committed Purchaser, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Committed Purchasers have so notified the Sellers and the Administrative Agent in writing that they are agreeable to such extension, the Sellers, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers may deem necessary or appropriate to effect such extension, and all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers in connection therewith (including Attorney Costs) shall be paid by the Sellers. In the event any Committed Purchaser declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Committed Purchaser’s Group shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.)
Making Investments; Return of Capital. (a) Each The Seller may request an Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the Seller by delivering to the Administrative Agent and each Group Agent an Investment Request in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment Request shall be made delivered on a Business Day by no later than 11:00 a.m. (i) if the amount of Capital requested does not exceed $50,000,000, 12:00 p.m. on the day the related requested Investment is to be made and (ii) otherwise, 1:00 p.m. (New York City time) on a at least one (1) Business Day (prior to the day the related requested Investment is to be made, it being understood in each case that any such request made after such time specified in clauses (i) and (ii) shall be deemed to have been made on the following Business Day) and . Each Investment Request shall specify (i) the amount of the Investment(s) Capital requested (which amount shall (x) not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment, not cause (1) a Capital Coverage Deficit to exist or (2) the Aggregate Capital to be less than an amount that is equal to the lesser of (A) exceed sixty-six and sixty-seven hundredths percent (66.67%) of the Aggregate Capital or Facility Limit at such time and (B) be less than the Aggregate Capital by $1,000,000 or more)Coverage Amount at such time, (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(bi) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and pursuant to the other conditions set forth in accordance with this Article II, deliver to the Administrative Agent by wire transfer of immediately available funds at the account from time to time designated in writing by the Administrative Agent, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being funded by such Purchaser. On the date of each Investment specified in the applicable Investment Request, the Administrative Agent shall, upon satisfaction of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments requestedCapital to be funded by all Purchasers, at the account set forth in the related Investment Request.
(ii) Unless the Administrative Agent shall have received notice from a Purchaser or Group Agent prior to the proposed date of any Investment that such Purchaser’s or Group Agent’s Group will not make available to the Administrative Agent such Group’s share of such Investment, the Administrative Agent may assume that such Group has made such share available on such date in accordance with the foregoing clause (b)(i) and may, in reliance upon such assumption, make available to the Seller a corresponding amount. In such event, if a Group has not in fact made its share of the applicable Investment available to the Administrative Agent, then the Committed Purchaser in such Group and the Seller severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Seller to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Committed Purchaser, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Seller, the Base Rate. If such Committed Purchaser pays such amount to the Administrative Agent, then such amount shall constitute such Committed Purchaser’s Capital included in such Investment. If the Seller and such Committed Purchaser shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Seller the amount of such interest paid by the Seller for such period. Any such payment by the Seller shall be without prejudice to any claim the Seller may have against a Committed Purchaser that shall have failed to make such payment to the Administrative Agent.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller or Administrative Agent any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise only in accordance with such Section. Without limiting Section 4.01 (subject to the foregoing, on each Settlement Date the Seller shall be obligated (without regard to priorities for payment set forth therein) by paying the amount of Collections then available) to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described such reduction in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 4.02. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment only from Collections on Sold Receivables, of the outstanding Capital of any or all Purchasers on any Business Day by delivering a Reduction Notice in the Purchasers form attached hereto as Exhibit B to the Administrative Agent and each Group Agent by no later than (together with i) if the amount of outstanding Capital to be reduced does not exceed $100,000,000, 3:00 p.m. on the date of such reduction and (ii) otherwise, one (1) Business Day prior to the date of such reduction; provided, however, that (A) each such reduction shall not be less than $100,000 (unless the Capital of the applicable Purchaser or the Aggregate Capital, as applicable, would be reduced to zero) and shall be an integral multiple of $100,000; provided, however, that notwithstanding the foregoing, a reduction may be in an amount necessary to reduce any Capital Coverage Deficit existing at such time to zero, (B) any accrued Yield and Fees in respect of such reduction the portion(s) of Capital so reduced shall be paid in Capital): full on the immediately following Settlement Date and (iC) on it shall be a condition precedent to any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group Agent; provided, however, that each such reduction in Capital shall that after giving effect to the reduction in the outstanding Capital proposed in such Reduction Notice, the outstanding Capital at such time would not be in a minimum aggregate less than an amount equal to the lesser of $1,000,000 (x) sixty-six and shall be an integral multiple sixty-seven hundredths percent (66.67%) of $100,000 or the Facility Limit at such time and (iiy) within the same Business Day if requested by 10:00 a.m. (New York City time), or on the following Business Day if requested after Capital Coverage Amount at such time; provided, and without further, if the outstanding Capital of any minimum amount requirementCommitted Purchaser is reduced to zero, for the purpose Seller may, in its discretion reduce the Commitment of curing any Capital Coverage Deficitsuch Committed Purchaser to zero.
(e) The Seller may, at any time upon at least fifteen thirty (1530) days days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and 100,000,000 (unless the Commitment of any applicable Committed Purchaser shall be an reduced to zero) or integral multiple multiples of $100,000100,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,0001,000,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser shall be ratably reduced. Notwithstanding the foregoing, if any Affected Person in the related Group shall have submitted a claim for reimbursement or compensation under Section 5.01 or any Purchaser in the related Group shall have become a Defaulting Purchaser, at any time upon at least one (1) day’s prior written notice to the Administrative Agent and each Group Agent, reduce the Facility Limit in part by reducing the Commitment of the related Committed Purchaser on a non-ratable basis.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash from available Collections in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts from available Collections first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
(g) So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, with the prior written consent of the Administrative Agent and upon prior notice to the Purchasers, the Seller may from time to time request an increase in the Commitment with respect to one or more Committed Purchasers or cause additional Persons to become parties to this Agreement, as purchasers, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Committed Purchasers’ Commitments and the Commitments of all such additional Committed Purchasers may not exceed $2,000,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $100,000,000. At the time of sending such notice with respect to any Purchaser, the Seller (in consultation with the Administrative Agent) shall specify the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Committed Purchaser being asked to increase its Commitment and the Administrative Agent shall notify the Seller within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Committed Purchaser’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Committed Purchaser’s Commitment. For the avoidance of doubt, only the consent of the Purchaser then being asked to increase its Commitment (or an additional Purchaser) and the Administrative Agent shall be required in order to approve any such request. If the Commitment of any Committed Purchaser is increased (or a new Person is added as Committed Purchaser) in accordance with this clause (g), the Administrative Agent, such Purchaser and the Seller shall determine the effective date with respect to such increase (or addition) and shall enter into such documents as agreed to by such parties to document such increase (or addition). If the Commitment of any Committed Purchaser is increased (or a new Person is added as Committed Purchaser) the Administrative Agent shall provide written notice of such increase (or addition) to each Purchaser and Group Agent.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) requested (which shall (x) not be less than $1,000,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or more), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(b) On the date of each Investment, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V and in accordance with the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Final Due Date. Prior thereto, the Seller shall on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 in accordance with such Section. Without limiting the foregoing, on each Settlement Date the Seller shall be obligated (without regard to the amount of Collections then available) to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to exist. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reduction, in whole or in part, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group Agent; provided, however, that each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 and shall be an integral multiple of $100,000 or (ii) within the same Business Day if requested by 10:00 a.m. (New York City time), or on the following Business Day if requested after such time, and 742583266 14453710 without any minimum amount requirement, for the purpose of curing any Capital Coverage Deficit.
(e) The Seller may, at any time upon at least fifteen (15) days prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an integral multiple of $100,000, and no such reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the Purchasers, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any other non-contingent Seller Obligations then due and owing by the Seller, the portion of the amount of such Seller Obligations described in clause (D) above equal to the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
Appears in 1 contract
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) a Business Day’s prior Day upon the written request from the Seller to the Administrative Agent and each Group Agent Purchaser in the form of an Investment Request attached hereto as Exhibit A. A, provided that, at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Purchaser hereunder, if the applicable Seller enters into a separate written agreement with the Administrative Agent regarding Administrative Agent’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration servicer implemented by the Administrative Agent), then any request for an Investment made using such service shall constitute an Investment Request, and each Investment made pursuant to such service shall be made on the date such Investment Request is received by the Administrative Agent. Each such request for an Investment shall be made no later than 11:00 a.m. 1:00 p.m. (New York City time) on a Business Day the proposed date of such Investment (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) requested (Capital requested, which amount shall (x) not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 50,000 in excess thereof and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or more)Capital, (ii) the allocation of such amount among the Groups Purchasers (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V and in accordance with pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 and otherwise in accordance with such Section. Without limiting Section 3.01 (subject to the foregoing, on each Settlement Date the Seller shall be obligated (without regard to priorities for payment set forth therein) by paying the amount of Collections then available) such reduction to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 3.02. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 3.02, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Purchaser hereunder, and to the extent the Seller has entered into a separate written agreement with the Administrative Agent regarding Administrative Agent’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrative Agent) pursuant to Section 2.02(a) hereof, on any Business Day, or (ii) otherwise, on any Business Day upon two one (21) Business Days’ Day’s prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group AgentPurchaser in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 500,000 and shall be an integral multiple of $100,000 or in excess thereof, (ii) within the same Business Day Seller shall not provide any Reduction Notice, and no such Reduction Notice shall be effective, if requested by 10:00 a.m. after giving effect thereto, the Aggregate Capital at such time would be less than an amount equal to the then applicable Minimum Funding Threshold and (New York City time), or iii) any accrued Yield and Fees in respect of the portion(s) of Capital so reduced shall be paid in full on the immediately following Business Day if requested after such timeSettlement Date; provided, and without any minimum however that notwithstanding the foregoing, a reduction may be in an amount requirement, for the purpose of curing necessary to reduce any Capital Coverage DeficitDeficit existing at such time to zero.
(e) The Seller may, at any time upon at least fifteen ten (1510) days days’ prior written notice to the Administrative Agent and each Group AgentPurchaser, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, provided that no such reduction shall reduce notice may state that it is conditioned upon the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction effectiveness of the Aggregate Capital pursuant consummation of another transaction, in which case such notice may be revoked by the Seller if such condition is not satisfied prior to clause (f) below)the stated effective date of the termination or reduction set forth in such notice. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the Purchasers, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group Purchaser in excess of the Group its Commitment of such Group following such reduction, as so reduced and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
Appears in 1 contract
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one two (12) Business Day’s Days’ prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. 2:00 p.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which amount shall (x) not be less than $1,000,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Unpaid Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or moreCapital), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, distributed and (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables).
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall (i) on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such Section. Without limiting the foregoing, on each Settlement Date the Seller shall be obligated Section 4.01 (without regard subject to the amount of Collections then availablepriorities for payment set forth therein) to and (ii) no later than two (2) Business Days following each Weekly Reporting Date, if any Sold Receivables Deficit exceeds the Sold Receivables Threshold, reduce the outstanding Capital of the Purchasers to the extent necessary required to cause no Capital Coverage cure any Sold Receivables Deficit (determined using after giving effect to the Capital Coverage Amount calculated designation of any Pool Receivables as of the last day of the preceding Fiscal Month assuming that Sold Receivables in accordance with Section 2.01(e), in each case, by paying the amount described of such reduction to the Purchasers in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 4.02. Notwithstanding the foregoing, the Seller, in its discretion, and without the payment of any penalty or premium, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 4.02, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group Agentin the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 and shall be an integral multiple of $100,000 100,000; provided, however that notwithstanding the foregoing, a reduction may be in an amount necessary to reduce any Capital Coverage Deficit or Sold Receivables Deficit existing at such time to zero, and (ii) within any accrued Yield and Fees and any associated Breakage Fees in respect of the same Business Day if requested by 10:00 a.m. (New York City time), or portion(s) of Capital so reduced shall be paid on the immediately following Business Day if requested after Settlement Date (to the extent such time, and without any minimum amount requirement, for the purpose of curing any Capital Coverage Deficitprepayment date is not a Settlement Date).
(e) The Seller may, at any time upon at least fifteen (15) days prior written notice to the Administrative Agent and each Group Agent, may terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such at any time upon at least ten (10) Business Days’ (in the case of a termination or reduction shall reduce to zero) or two Business Days’ (in the case of any partial reduction in the Facility Limit Limit), in each case, prior written notice to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below)Administrative Agent. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser shall be ratably reduced. Each such notice shall be in the form of a Commitment Reduction Notice attached hereto as Exhibit D and no more than one Commitment Reduction Notice may be delivered during any calendar quarter.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following (after giving effect to such reduction, ) and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
(g) Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Seller may from time to time advise the Administrative Agent and the LC Bank in writing of its desire to extend the Scheduled Termination Date for an additional 364 day period, provided that such request is made not more than sixty (60) days prior to, and not less than thirty (30) days prior to, the then current Scheduled Termination Date. The Administrative Agent, the LC Bank and each Committed Purchaser (or its Group Agent on its behalf) shall notify the Seller and the Administrative Agent in writing whether or not such Person is agreeable to such extension (it being understood that the Administrative Agent, the LC Bank and the Committed Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than fifteen (15) days prior to the then current Scheduled Termination Date; provided, however, that if the Administrative Agent, the LC Bank or any Committed Purchaser fails to so notify the Seller and the Administrative Agent, the Administrative Agent, the LC Bank or such Committed Purchaser, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent, the LC Bank and one or more Committed Purchasers have so notified the Seller and the Administrative Agent in writing that they are agreeable to such extension, the Seller, the Servicer, the Administrative Agent, the applicable Group Agents, the LC Bank and the applicable Committed Purchasers shall enter into such documents as the Administrative Agent, the applicable Group Agents, the LC Bank and the applicable Committed Purchasers may deem necessary or appropriate to effect such extension, and all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection therewith (including Attorney Costs) shall be paid by the Seller. In the event any Committed Purchaser declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Committed Purchaser’s Group shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 1 contract
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the Seller to the Administrative Agent and each Group Agent Purchaser delivered on a Business Day in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. 12:00 noon (New York City time) on a the Business Day prior to the proposed date of such Investment (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which amount shall (x) not be less than $1,000,000 and shall be an integral multiple of $100,000 1,000,000) and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or more)outstanding, (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (viii) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers Purchaser shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available wire transfer to the Seller account or accounts specified in same day such Investment Request, immediately available funds in an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder)[Reserved].
(d) The Seller shall return in full the all Capital outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the aggregate Capital outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such SectionSection 4.01 (subject to the priorities for payment set forth therein) by paying the amount of such reduction to the Purchaser in accordance with Section 4.02. Without limiting Additionally, if on any Business Day the foregoingSeller or the Master Servicer determines or is advised that a Capital Coverage Deficit exists, on each Settlement Date the Seller shall be obligated within two (without regard to the amount of Collections then available2) to reduce the Capital of the Purchasers to the extent necessary to cause no Business Days eliminate such Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existDeficit. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 4.02, of the aggregate Capital outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group AgentPurchaser in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 or, if less, in the amount necessary to reduce any Capital Coverage Deficit existing at such time to zero and shall be an integral multiple of $100,000 or (ii) within any accrued Yield and Fees in respect of the same Business Day if requested by 10:00 a.m. (New York City time), or portion(s) of Capital so reduced shall be paid in full on the immediately following Business Day if requested after such time, and without any minimum amount requirement, for the purpose of curing any Capital Coverage DeficitMonthly Settlement Date.
(e) The Seller may, at any time upon at least fifteen five (155) days Business Days’ prior written notice to the Administrative Agent and each Group AgentPurchaser, terminate the Commitment and the Facility Limit in whole whole, or ratably reduce the Commitment and the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Commitment and Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or a larger integral multiple of $100,000500,000 if in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Commitment and the Facility Limit to an amount less than $75,000,00015,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitment, the Seller shall remit to the Administrative Agent Purchaser (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and Facility Limit as so reduced and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments Commitment being effected relative to the amount of the Commitments immediately Commitment prior to such reduction or, if the Purchaser reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitment being reduced or has arisen solely as a result of such reduction, all of such portion). Upon receipt of any such amounts, the Administrative Agent Purchaser shall apply such amounts first first, to the reduction of the outstanding Capital, and second second, to the payment of any the remaining outstanding Seller Obligations with respect to such reduction. A notice of termination or reduction of the Commitment and the Facility Limit may state that such notice is conditioned upon the occurrence of any event specified therein, including any Breakage Fees, in which case such notice may be revoked (by paying such amounts notice to the PurchasersPurchaser on or prior to the specified effective date) if such condition is not satisfied.
(f) The Seller may, at any time upon at least sixty (60) days’ prior written notice to the Purchaser request an increase in the Commitment and the Facility Limit to an aggregate amount not in excess of $50,000,000; provided, however, (i) the Purchaser may not request an increase in the Commitment and Facility Limit more than twice in any calendar year, (ii) the amount of any requested increase shall not be less than $3,000,000 or a larger integral multiple of $1,000,000 if in excess thereof, (ii) the Purchaser may determine in its sole discretion whether to seek credit approval for all or any portion of the requested increase, will promptly notify the Seller in writing if the Purchaser in its sole discretion elects not to seek credit approval for the requested increase, (iii) the Purchaser will promptly notify the Seller in writing of the response of its credit committee in its sole discretion to any request for increase for which that the Purchaser elects to seek credit approval, and (iv) in the event that the Purchaser receives credit approval for all or any portion of a requested increase, the parties shall enter into an amendment to this Agreement and, as necessary the Fee Letter and other Transaction Documents, to reflect the approved increase in the Commitment and Facility Limit and any changes or conditions upon which such credit approval was predicated.
Appears in 1 contract
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the Seller to the Administrative Agent and each Group Agent Purchaser delivered on a Business Day in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. 12:00 p.m. (New York City time) on a Business Day the proposed date of such Investment (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which amount shall not (x) not be less than $1,000,000 and shall be an integral multiple of $100,000 500,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or moreCapital), (ii) the allocation of such amount among the Groups Purchasers (which shall be ratable based on the Group Commitments), ) and (iii) the account to which the proceeds of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day). Unless the information in each Investment Request is also entered by the Seller on-line in the Administrative Agent’s electronic “C.E.O.” portal, the requested Investment shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Investment shall not be funded until) and (v) all Pool Receivables that are or, effective upon satisfactory completion of the making of such Investment, will be, Sold ReceivablesAdministrative Agent’s authentication process.
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment RequestFacility Account.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such SectionSection 4.01 (subject to the priorities for payment set forth therein) by paying the amount of such reduction to the Purchasers in accordance with Section 4.02. Without limiting Additionally, if on any Business Day the foregoingSeller or the Master Servicer determines or is advised that a Capital Coverage Deficit exists, on each Settlement Date the Seller shall be obligated (without regard to the amount of Collections then available) to within one Business Day reduce the outstanding Capital of the Purchasers to the extent necessary required to cause no eliminate such Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existDeficit. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 4.02, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group AgentPurchaser in the form of a Reduction Notice attached hereto as Exhibit E; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 500,000; provided, however that notwithstanding the foregoing, a reduction may be in an amount necessary to reduce any Capital Coverage Deficit existing at such time to zero and shall be an integral multiple of $100,000 or (ii) within any accrued Yield and Fees in respect of the same Business Day if requested by 10:00 a.m. (New York City time), or portion(s) of Capital so reduced shall be paid in full on the immediately following Business Day if requested after such time, Yield and without any minimum amount requirement, for the purpose of curing any Capital Coverage DeficitFee Payment Date.
(e) The Seller may, at any time upon at least fifteen five (155) days Business Days’ prior written notice to the Administrative Agent and each Group AgentPurchaser, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,000100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group Purchaser in excess of the Group its Commitment of such Group following such reduction, as so reduced and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion). Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Nabors Industries LTD)
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one two (12) Business Day’s Days’ prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall Request must be made received by no later than 11:00 a.m. 1:00 p.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which amount shall (x) not be less than $1,000,000 and shall be an integral multiple of $100,000 100,000) and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or more)Capital, (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(bi) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, deliver to the Administrative Agent by wire transfer of immediately available funds at the account from time to time designated in writing by the Administrative Agent, an amount equal to the Purchaser’s ratable share of the amount of Capital requested. On the date of each Investment, the Administrative Agent will make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments requestedCapital funded by all Purchasers, at the account set forth in the related Investment Request.
(ii) Unless the Administrative Agent shall have received notice from a Purchaser, with a copy to the Seller, prior to the proposed date of any Investment that such Purchaser will not make available to the Administrative Agent such Purchaser’s share of such Investment, the Administrative Agent may assume that such Purchaser has made such share available on such date in accordance with the foregoing clause (b)(i) and may, in reliance upon such assumption, make available to the Seller a corresponding amount. In such event, if a Purchaser has not in fact made its share of the applicable Investment available to the Administrative Agent, then such Purchaser and the Seller severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Seller to but excluding the date of payment to the Administrative Agent, at (A) in the case of such Purchaser, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (B) in the case of the Seller, the Federal Funds Rate. If such Purchaser pays such amount to the Administrative Agent, then such amount shall constitute such Purchaser’s Investment. If the Seller and such Purchaser shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Seller the amount of such interest paid by the Seller for such period. If the Seller shall have returned any such amount with interest thereon to the Administrative Agent, then the outstanding Investments of the applicable Purchaser shall be reduced by such amount paid by the Seller (including the amount of interest thereon paid by the Seller). Any such payment by the Seller shall be without prejudice to any claim the Seller may have against a Purchaser that shall have failed to make such payment to the Administrative Agent.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such Section. Without limiting Section 4.01 (subject to the foregoing, on each Settlement Date the Seller shall be obligated (without regard to priorities for payment set forth therein) by paying the amount of Collections then available) such reduction to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 4.02. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 4.02, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group AgentAgent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 and shall be an integral multiple of $100,000 or 100,000; provided, however that notwithstanding the foregoing, a reduction may be in an amount necessary to reduce any Capital Coverage Deficit existing at such time to zero, and (ii) within any accrued Yield and Fees in respect of the same Business Day if portion(s) of Capital so reduced shall be paid in full on the immediately following Settlement Date (or to the extent such reduction is on a Settlement Date, on such Settlement Date), as requested by 10:00 a.m. (New York City time), or on the following Business Day if requested after such time, and without any minimum amount requirement, for the purpose of curing any Capital Coverage Deficitapplicable Purchaser.
(e) The Seller may, at any time upon at least fifteen five (155) days Business Days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,000100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion). Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, reduction by paying such amounts to the Purchasers.
(g) Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Seller may sixty (60) calendar days prior to each anniversary of the Closing Date advise the Administrative Agent and each Group Agent in writing of its desire to extend the Scheduled Termination Date for an additional year. The Administrative Agent and each Committed Purchaser (or its Group Agent on its behalf) shall notify the Seller and the Administrative Agent in writing whether or not such Person is agreeable to such extension (it being understood that the Administrative Agent and the Committed Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than thirty (30) calendar days prior to such anniversary date provided, however, that if the Administrative Agent or any Committed Purchaser fails to so notify the Seller and the Administrative Agent, the Administrative Agent or such Committed Purchaser, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Committed Purchasers have so notified the Seller and the Administrative Agent in writing that they are agreeable to such extension, the Seller, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers may deem necessary or appropriate to effect such extension, and all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers in connection therewith (including Attorney Costs) shall be paid by the Seller. In the event any Committed Purchaser declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Committed Purchaser’s Group shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Newell Brands Inc.)
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one three (13) Business Day’s Days’ prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. A; provided, however, that with respect to any Investment occurring on or within three (3) Business Days of the Closing Date, such request may be delivered to the Administrative Agent and each Group Agent on the Closing Date. Each such request for an Investment shall be made no later than 11:00 a.m. 1:00 p.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which shall (x) not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or morethereof), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, distributed and (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables).
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such Section. Without limiting Section 4.01 (subject to the foregoing, on each Settlement Date the Seller shall be obligated (without regard to priorities for payment set forth therein) by paying the amount of Collections then available) such reduction to reduce the Capital Administrative Agent on behalf of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 4.02. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 4.02, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two one (21) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group AgentAgent in the form of a Reduction Notice attached hereto as Exhibit E; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 100,000 and shall be an integral multiple of $100,000 or thereof and (ii) within no such reduction shall reduce the same Business Day if requested by 10:00 a.m. (New York City time)Aggregate Capital to an amount less than the Minimum Funding Threshold; provided, or on however that notwithstanding the following Business Day if requested after such timeforegoing, and without any minimum a reduction may be in an amount requirement, for the purpose of curing necessary to reduce any Capital Coverage DeficitDeficit existing at such time to zero, and (ii) any accrued Yield and Fees in respect of the portion(s) of Capital so reduced shall be paid in full on the immediately following Settlement Date.
(e) The Seller may, at any time upon at least fifteen thirty (1530) days days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,000100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Administrative Agent on behalf of the Purchasers.
(g) Provided that no Event of Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event has occurred and is continuing, the Seller may from time to time advise the Administrative Agent and each Group Agent in writing of its desire to extend the Scheduled Termination Date for an additional one-year period; provided that such request is made not more than two hundred and ten (210) days prior to, and not less than sixty (60) days prior to, the then current Scheduled Termination Date. The Administrative Agent and each Committed Purchaser (or its Group Agent on its behalf) shall notify the Seller and the Administrative Agent in writing whether or not such Person is agreeable to such extension (it being understood that the Administrative Agent and the Committed Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) not more than sixty (60) days after receiving the Seller’s request to extend the Scheduled Termination Date; provided, however, that if the Administrative Agent or any Committed Purchaser fails to so notify the Seller and the Administrative Agent, the Administrative Agent or such Committed Purchaser, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Committed Purchasers have so notified the Seller and the Administrative Agent in writing that they are agreeable to such extension, the Seller, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers may deem necessary or appropriate to effect such extension, and all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers in connection therewith (including Attorney Costs) shall be paid by the Seller. In the event any Committed Purchaser declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Committed Purchaser shall be an “Exiting Purchaser” and such Committed Purchaser’s Group shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Computer Sciences Corp)
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one two (12) Business Day’s Days’ prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which amount shall (x) not be less than $1,000,000 and shall be an integral multiple of $100,000 100,000) and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 500,000 or more), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, distributed and (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all ). Pool Receivables that which are or, effective Sold Receivables upon the making of such Investment, Investment will be, Sold Receivablesbe identified along with each Daily Report.
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such Section. Without limiting Section 4.01 (subject to the foregoing, on each Settlement Date the Seller shall be obligated (without regard to priorities for payment set forth therein) by paying the amount of Collections then available) such reduction to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 4.02. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 4.02, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day (except for the last Business Day of any calendar month) upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group AgentAgent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 and shall be an integral multiple of $100,000 or 100,000; provided, however that notwithstanding the foregoing, a reduction may be in an amount necessary to reduce any Capital Coverage Deficit existing at such time to zero, and (ii) within any accrued Yield and Fees in respect of the same Business Day if requested by 10:00 a.m. (New York City time), or portion(s) of Capital so reduced shall be paid in full on the immediately following Business Day if requested after such time, and without any minimum amount requirement, for the purpose of curing any Capital Coverage DeficitSettlement Date.
(e) The Seller may, at any time upon at least fifteen (15) days days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 1,000,000 or integral multiple multiples of $100,000100,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,00015,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the PurchasersPurchasers in the order of priority set forth in Section 4.01.
(g) Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Seller may from time to time advise the Administrative Agent and each Group Agent in writing of its desire to extend the Scheduled Termination Date for an additional 364 day period, provided that such request is made not more than one hundred twenty (120) days prior to, and not less than sixty (60) days prior to, the then current Scheduled Termination Date. The Administrative Agent and each Committed Purchaser (or its Group Agent on its behalf) shall notify the Seller and the Administrative Agent in writing whether or not such Person is agreeable to such extension (it being understood that the Administrative Agent and the Committed Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than thirty (30) days prior to the then current Scheduled Termination Date; provided, however, that if the Administrative Agent or any Committed Purchaser fails to so notify the Seller and the Administrative Agent, the Administrative Agent or such Committed Purchaser, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Committed Purchasers have so notified the Seller and the Administrative Agent in writing that they are agreeable to such extension, the Seller, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers may deem necessary or appropriate to effect such extension, and all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers in connection therewith (including Attorney Costs) shall be paid by the Seller. In the event any Committed Purchaser declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Committed Purchaser’s Group shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Synchronoss Technologies Inc)
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. 1:00 p.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which shall (x) not be less than $1,000,000 2,500,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or more100,000), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, distributed and (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables).
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no 39 Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such Section. Without limiting the foregoing, on each Settlement Date the Seller shall be obligated Section 4.01 (without regard subject to the amount of Collections then available) to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existpriorities for payment set forth therein). Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in part, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group AgentAgent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 and shall be an integral multiple of $100,000 or 100,000; provided, however that notwithstanding the foregoing, a reduction may be in an amount necessary to reduce any Capital Coverage Deficit existing at such time to zero, and (ii) within the same Business Day if requested by 10:00 a.m. (New York City time), or any accrued Yield and Fees and any associated Breakage Fees in respect of such reduced Capital shall be paid on the immediately following Business Day if requested after Settlement Date (to the extent such time, and without any minimum amount requirement, for the purpose of curing any Capital Coverage Deficitreduction date is not a Settlement Date).
(e) The Seller may, at any time upon at least fifteen thirty (1530) days days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,00060,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
(g) Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Seller may from time to time advise the Administrative Agent and each Group Agent in writing of its desire to extend the Scheduled Termination Date for an additional 364 day period, provided that such request is made not more than one hundred twenty (120) days prior to, and not less than sixty (60) days prior to, the then current Scheduled Termination Date. The Administrative Agent and each Committed Purchaser (or its Group Agent on its behalf) 40 shall notify the Seller and the Administrative Agent in writing whether or not such Person is agreeable to such extension (it being understood that the Administrative Agent and the Committed Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than thirty (30) days prior to the then current Scheduled Termination Date; provided, however, that if the Administrative Agent or any Committed Purchaser fails to so notify the Seller and the Administrative Agent, the Administrative Agent or such Committed Purchaser, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Committed Purchasers have so notified the Seller and the Administrative Agent in writing that they are agreeable to such extension, the Seller, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers may deem necessary or appropriate to effect such extension, and all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers in connection therewith (including Attorney Costs) shall be paid by the Seller. In the event any Committed Purchaser declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Committed Purchaser’s Group shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.)
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s the prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. 12:00 p.m. (New York City time) on the date of the proposed Investment, which date shall be a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which amount shall (x) not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 100,000) and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 100,000 or more), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of failuremof any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such Section. Without limiting Section 4.01 (subject to the foregoing, on each Settlement Date the Seller shall be obligated (without regard to priorities for payment set forth therein) by paying the amount of Collections then available) such reduction to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 4.02. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 4.02, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice thereof no later than 12:00 p.m. (each, a “Reduction Notice”New York City time) thereof on the date of the proposed reduction to the Administrative Agent and each Group AgentAgent in the form of a Reduction Notice attached hereto as Exhibit E; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 100,000 and shall be an integral multiple of $100,000 or thereof, (ii) within no such reduction shall reduce the same Business Day if requested Aggregate Capital to an amount less than the Minimum Funding Threshold (other than in connection with the Seller’s designation of a holiday contemplated by 10:00 a.m. (New York City timeSection 8.01(dd)); provided, or on however that notwithstanding the following Business Day if requested after such timeforegoing, and without any minimum a reduction may be in an amount requirement, for the purpose of curing necessary to reduce any Capital Coverage DeficitDeficit existing at such time to zero, and (ii) any accrued Yield and Fees in respect of the portion(s) of Capital so reduced shall be paid in full on the immediately following Settlement Date.
(e) The Seller may, at any time upon at least fifteen ten (1510) days Business Days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,00085,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
Appears in 1 contract
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the Seller to the Administrative Agent and each Group Agent Purchaser delivered on a Business Day in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. 12:00 p.m. (New York City time) on a Business Day the proposed date of such Investment (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which amount shall not (x) not be less than $1,000,000 500,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or moreCapital), (ii) the allocation of such amount among the Groups Purchasers (which shall be ratable based on the Group Commitments), ) and (iii) the account to which the proceeds of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day). Unless the information in each Investment Request is also entered by the Seller on-line in the Administrative Agent’s electronic “C.E.O.” portal, the requested Investment shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Investment shall not be funded until) and (v) all Pool Receivables that are or, effective upon satisfactory completion of the making of such Investment, will be, Sold ReceivablesAdministrative Agent’s authentication process.
(ba) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment RequestFacility Account.
(cb) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(dc) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such SectionSection 4.01 (subject to the priorities for payment set forth therein) by paying the amount of such reduction to the Purchasers in accordance with Section 4.02. Without limiting Additionally, if on any Business Day the foregoingSeller or the Master Servicer determines or is advised that a Capital Coverage Deficit exists, on each Settlement Date the Seller shall be obligated (without regard to the amount of Collections then available) to within one Business Day reduce the outstanding Capital of the Purchasers to the extent necessary required to cause no eliminate such Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existDeficit. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 4.02, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group AgentPurchaser in the form of a Reduction Notice attached hereto as Exhibit E; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 500,000 and shall be an integral multiple of $100,000 or 100,000; provided, however that notwithstanding the foregoing, a reduction may be in an amount necessary to reduce any Capital Coverage Deficit existing at such time to zero and (ii) within any accrued Yield and Fees in respect of the same Business Day if requested by 10:00 a.m. (New York City time), or portion(s) of Capital so reduced shall be paid in full on the immediately following Business Day if requested after such time, Yield and without any minimum amount requirement, for the purpose of curing any Capital Coverage DeficitFee Payment Date.
(ed) The Seller may, at any time upon at least fifteen thirty (1530) days days’ prior written notice to the Administrative Agent and each Group AgentPurchaser, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Purchaser shall be ratably reduced.
(fe) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group Purchaser in excess of the Group its Commitment of such Group following such reduction, as so reduced and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion). Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Ortho Clinical Diagnostics Holdings PLC)
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. A-1. Each such request for an Investment shall be made no later than 11:00 a.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) requested (which shall (x) not be less than $1,000,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or more), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(b) On the date of each Investment, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V and in accordance with the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Final Due Date. Prior thereto, the Seller shall on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 in accordance with such Section. Without limiting the foregoing, on each Settlement Date the Seller shall be obligated (without regard to the amount of Collections then available) to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to exist. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reduction, in whole or in part, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice in the form of Exhibit A-2 hereto (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group Agent; provided, however, that each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 and shall be an integral multiple of $100,000 or (ii) within the same Business Day if requested by 10:00 a.m. (New York City time), or on the following Business Day if requested after such time, and without any minimum amount requirement, for the purpose of curing any Capital Coverage Deficit; provided, further, that no such reduction in Capital shall reduce the Aggregate Capital to an amount less than the Minimum Funding Threshold.
(e) The Seller may, at any time upon at least fifteen (15) days prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an integral multiple of $100,000, and no such reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the Purchasers, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any other non-contingent Seller Obligations then due and owing by the Seller, the portion of the amount of such Seller Obligations described in clause (D) above equal to the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
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Making Investments; Return of Capital. (a) Each The Seller may request an Investment hereunder shall be made on at least one (1) Business Day’s prior written request from the Seller by delivering to the Administrative Agent and each Group Agent an Investment Request in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment Request shall be made delivered on a Business Day by no later than 11:00 a.m. (i) if the amount of Capital requested does not exceed $50,000,000, 12:00 p.m. on the day the related requested Investment is to be made and (ii) otherwise, 1:00 p.m. (New York City time) on a at least one (1) Business Day (prior to the day the related requested Investment is to be made, it being understood in each case that any such request made after such time specified in clauses (i) and (ii) shall be deemed to have been made on the following Business Day) and . Each Investment Request shall specify (i) the amount of the Investment(s) Capital requested (which amount shall (x) not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables or Pledged Receivables, as applicable, in connection with such Investment, not cause (1) a Capital Coverage Deficit to exist or (2) the Aggregate Capital to be less than an amount that is equal to the lesser of (A) exceed sixty-six and sixty-seven hundredths percent (66.67%) of the Aggregate Capital or Facility Limit at such time and (B) be less than the Aggregate Capital by $1,000,000 or more)Coverage Amount at such time, (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables, and (vi) all Pool Receivables that are or, effective upon the making of such Investment, will be, Pledged Receivables.
(bi) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and pursuant to the other conditions set forth in accordance with this Article II, deliver to the Administrative Agent by wire transfer of immediately available funds at the account from time to time designated in writing by the Administrative Agent, an amount equal to the portion of Capital relating to the undivided percentage ownership interest then being funded by such Purchaser. On the date of each Investment specified in the applicable Investment Request, the Administrative Agent shall, upon satisfaction of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments requestedCapital to be funded by all Purchasers, at the account set forth in the related Investment Request.
(ii) Unless the Administrative Agent shall have received notice from a Purchaser or Group Agent prior to the proposed date of any Investment that such Purchaser’s or Group Agent’s Group will not make available to the Administrative Agent such Group’s share of such Investment, the Administrative Agent may assume that such Group has made such share available on such date in accordance with the foregoing clause (b)(i) and may, in reliance upon such assumption, make available to the Seller a corresponding amount. In such event, if a Group has not in fact made its share of the applicable Investment available to the Administrative Agent, then the Committed Purchaser in such Group and the Seller severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Seller to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Committed Purchaser, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Seller, the Base Rate. If such Committed Purchaser pays such amount to the Administrative Agent, then such amount shall constitute such Committed Purchaser’s Capital included in such Investment. If the Seller and such Committed Purchaser shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Seller the amount of such interest paid by the Seller for such period. Any such payment by the Seller shall be without prejudice to any claim the Seller may have against a Committed Purchaser that shall have failed to make such payment to the Administrative Agent.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller or Administrative Agent any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise only in accordance with such Section. Without limiting Section 4.01 (subject to the foregoing, on each Settlement Date the Seller shall be obligated (without regard to priorities for payment set forth therein) by paying the amount of Collections then available) to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described such reduction in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 4.02. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment only from Collections on Sold Receivables, of the outstanding Capital of any or all Purchasers on any Business Day by delivering a Reduction Notice in the Purchasers form attached hereto as Exhibit B to the Administrative Agent and each Group Agent by no later than (together with i) if the amount of outstanding Capital to be reduced does not exceed $100,000,000, 3:00 p.m. on the date of such reduction and (ii) otherwise, one (1) Business Day prior to the date of such reduction; provided, however, that (A) each such reduction shall not be less than $100,000 (unless the Capital of the applicable Purchaser or the Aggregate Capital, as applicable, would be reduced to zero) and shall be an integral multiple of $100,000; provided, however, that notwithstanding the foregoing, a reduction may be in an amount necessary to reduce any Capital Coverage Deficit existing at such time to zero, (B) any accrued Yield and Fees in respect of such reduction the portion(s) of Capital so reduced shall be paid in Capital): full on the immediately following Settlement Date and (iC) on it shall be a condition precedent to any Business Day upon two (2) Business Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group Agent; provided, however, that each such reduction in Capital shall that after giving effect to the reduction in the outstanding Capital proposed in such Reduction Notice, the outstanding Capital at such time would not be in a minimum aggregate less than an amount equal to the lesser of $1,000,000 (x) sixty-six and shall be an integral multiple sixty-seven hundredths percent (66.67%) of $100,000 or the Facility Limit at such time and (iiy) within the same Business Day if requested by 10:00 a.m. (New York City time), or on the following Business Day if requested after Capital Coverage Amount at such time; provided, and without further, if the outstanding Capital of any minimum amount requirementCommitted Purchaser is reduced to zero, for the purpose Seller may, in its discretion reduce the Commitment of curing any Capital Coverage Deficitsuch Committed Purchaser to zero.
(e) The Seller may, at any time upon at least fifteen thirty (1530) days days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and 100,000,000 (unless the Commitment of any applicable Committed Purchaser shall be an reduced to zero) or integral multiple multiples of $100,000100,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,0001,000,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser shall be ratably reduced. Notwithstanding the foregoing, if any Affected Person in the related Group shall have submitted a claim for reimbursement or compensation under Section 5.01 or any Purchaser in the related Group shall have become a Defaulting Purchaser, at any time upon at least one (1) day’s prior written notice to the Administrative Agent and each Group Agent, reduce the Facility Limit in part by reducing the Commitment of the related Committed Purchaser on a non-ratable basis.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash from available Collections in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts from available Collections first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
(g) So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, with the prior written consent of the Administrative Agent and upon prior notice to the Purchasers, the Seller may from time to time request an increase in the Commitment with respect to one or more Committed Purchasers or cause additional Persons to become parties to this Agreement, as purchasers, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Committed Purchasers’ Commitments and the Commitments of all such additional Committed Purchasers may not exceed $2,000,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $100,000,000. At the time of sending such notice with respect to any Purchaser, the Seller (in consultation with the Administrative Agent) shall specify the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Committed Purchaser being asked to increase its Commitment and the Administrative Agent shall notify the Seller within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Committed Purchaser’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Committed Purchaser’s Commitment. For the avoidance of doubt, only the consent of the Purchaser then being asked to increase its Commitment (or an additional Purchaser) and the Administrative Agent shall be required in order to approve any such request. If the Commitment of any Committed Purchaser is increased (or a new Person is added as Committed Purchaser) in accordance with this clause (g), the Administrative Agent, such Purchaser and the Seller shall determine the effective date with respect to such increase (or addition) and shall enter into such documents as agreed to by such parties to document such increase (or addition). If the Commitment of any Committed Purchaser is increased (or a new Person is added as Committed Purchaser) the Administrative Agent shall provide written notice of such increase (or addition) to each Purchaser and Group Agent.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one three (13) Business Day’s Days’ prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. A; provided, however, that with respect to any Investment occurring on or within three (3) Business Days of the Closing Date, such request may be delivered to the Administrative Agent and each Group Agent on the Closing Date. Each such request for an Investment shall be made no later than 11:00 a.m. 1:00 p.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which amount shall (x) not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 thereof and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 or more)Capital, (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such Section. Without limiting Section 4.01 (subject to the foregoing, on each Settlement Date the Seller shall be obligated (without regard to priorities for payment set forth therein) by paying the amount of Collections then available) such reduction to reduce the Capital Administrative Agent on behalf of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 4.02. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 4.02, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two one (21) Business Days’ Day’s prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Group AgentAgent in the form of a Reduction Notice attached hereto as Exhibit E; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 100,000 and shall be an integral 751200428 16518096 multiple of $100,000 or thereof and (ii) within no such reduction shall reduce the same Business Day if requested by 10:00 a.m. Aggregate Capital to an amount less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, (New York City time), or on the following Business Day if requested after such time, and without any minimum 1) a reduction may be in an amount requirement, for the purpose of curing necessary to reduce any Capital Coverage DeficitDeficit existing at such time to zero, and (2) any accrued Yield and Fees in respect of the portion(s) of Capital so reduced shall be paid in full on the immediately following Settlement Date.
(e) The Seller may, at any time upon at least fifteen thirty (1530) days days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,000100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser shall be ratably reduced.
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Administrative Agent on behalf of the Purchasers.
(g) Provided that no Event of Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event has occurred and is continuing, the Seller may from time to time advise the Administrative Agent and each Group Agent in writing of its desire to extend the Scheduled Termination Date for an additional one-year period; provided that such request is made not more than two hundred and ten (210) days prior to, and not less than sixty (60) days prior to, the then current Scheduled Termination Date. The Administrative Agent and each Committed Purchaser (or its Group Agent on its behalf) shall notify the Seller and the Administrative Agent in writing whether or not such Person is agreeable to such extension (it being understood that the Administrative Agent and the Committed Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) not more than sixty (60) days after receiving the Seller’s request to extend the Scheduled Termination Date; provided, however, that if the Administrative Agent or any Committed Purchaser fails to so notify the Seller and the Administrative Agent, the Administrative Agent or such Committed Purchaser, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Committed Purchasers have so notified the Seller and the Administrative Agent in writing that they are agreeable to such extension, the Seller, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers may deem necessary or appropriate to effect such extension, and all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the applicable Group Agents and the applicable Committed Purchasers in connection therewith (including Attorney Costs) shall be paid by the Seller. In the event any Committed Purchaser declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Committed Purchaser shall be an “Exiting Purchaser” and such Committed Purchaser’s Group shall be an “Exiting Group” for all purposes of this Agreement. 751200428 16518096
Appears in 1 contract
Making Investments; Return of Capital. (a) Each Investment hereunder shall be made on at least one (1) Business Day’s the prior written request from the Seller to the Administrative Agent and each Group Agent in the form of an Investment Request attached hereto as Exhibit A. Each such request for an Investment shall be made no later than 11:00 a.m. 12:00 p.m. (New York City time) on the date of the proposed Investment, which date shall be a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Investment(s) Capital requested (which amount shall (x) not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 100,000) and (y) not cause the aggregate Outstanding Balance of all Sold Receivables (after giving effect to the addition of Pool Receivables to the Sold Receivables in connection with such 748740795 18564151 Investment) to (A) exceed the Aggregate Capital or (B) be less than the Aggregate Capital by $1,000,000 100,000 or more), (ii) the allocation of such amount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds Capital of such Investment shall be distributed, (iv) the date such requested Investment is to be made (which shall be a Business Day) and (v) all Pool Receivables that are or, effective upon the making of such Investment, will be, Sold Receivables.
(b) On the date of each InvestmentInvestment specified in the applicable Investment Request, the Purchasers shall, upon satisfaction of the applicable conditions set forth in Article V VI and in accordance with pursuant to the other conditions set forth in this Article II, make available to the Seller in same day funds an aggregate amount equal to the amount of such Investments Capital requested, at the account set forth in the related Investment Request.
(c) Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Investment shall not relieve any other Committed Purchaser of any obligation its obligation, if any, hereunder to make funds available on the date such Investments are requested (it being understood, that no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available to the Seller in connection with any Investment hereunder).
(d) The Seller shall return in full the outstanding Capital of each Purchaser on the Seller Obligations Obligation Final Due Date. Prior thereto, the Seller shall shall, on each Settlement Date, reduce the outstanding Capital of the Purchasers to the extent required under Section 3.01 4.01 and otherwise in accordance with such Section. Without limiting Section 4.01 (subject to the foregoing, on each Settlement Date the Seller shall be obligated (without regard to priorities for payment set forth therein) by paying the amount of Collections then available) such reduction to reduce the Capital of the Purchasers to the extent necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to existaccordance with Section 4.02. Notwithstanding the foregoing, the Seller, in its discretion, shall have the right to make a reductionreduce, in whole or in partpart by payment in accordance with Section 4.02, of the outstanding Capital of the Purchasers (together with any accrued Yield and Fees in respect of such reduction in Capital): (i) on any Business Day upon two (2) Business Days’ prior written notice thereof no later than 12:00 p.m. (each, a “Reduction Notice”New York City time) thereof on the date of the proposed reduction to the Administrative Agent and each Group AgentAgent in the form of a Reduction Notice attached hereto as Exhibit E; provided, however, that (i) each such reduction in Capital shall be in a minimum aggregate amount of $1,000,000 100,000 and shall be an integral multiple of $100,000 or thereof, (ii) within no such reduction shall reduce the same Business Day if requested Aggregate Capital to an amount less than the Minimum Funding Threshold (other than in connection with the Seller’s designation of a holiday contemplated by 10:00 a.m. (New York City timeSection 8.01(dd)); provided, or on however that notwithstanding the following Business Day if requested after such timeforegoing, and without any minimum a reduction may be in an amount requirement, for the purpose of curing necessary to reduce any Capital Coverage DeficitDeficit existing at such time to zero, and (ii) any accrued Yield and Fees in respect of the portion(s) of Capital so reduced shall be paid in full on the immediately following Settlement Date.
(e) The Seller may, at any time upon at least fifteen ten (1510) days Business Days’ prior written notice to the Administrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part; provided, however, that no such reduction shall reduce the Facility Limit to an amount less than the Aggregate Capital at such time (after giving effect to any reduction of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $2,000,000 and shall be an 5,000,000 or integral multiple multiples of $100,0001,000,000 in excess thereof, and no such partial reduction (other than a reduction of the Facility Limit to zero) shall reduce the Facility Limit to an amount less than $75,000,00085,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Purchaser and LC Participant, as well as the LC Limit, shall be ratably reduced.. 748740795 18564151
(f) In connection with any reduction of the Facility Limit and the corresponding Commitments of the PurchasersCommitments, the Seller shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Purchasers, cash in an amount sufficient to pay (A) the Capital of the Purchasers in each Group in excess of the Group Commitment of such Group following such reduction, and (B) accrued Yield and Fees in respect of the portion of Capital being prepaid, (C) any associated Breakage Fees and (D) to the extent there are any all other non-contingent outstanding Seller Obligations then due and owing by the Seller, the portion of the amount of with respect to such Seller Obligations described in clause reduction (D) above equal to determined based on the ratio of the reduction of the Commitments being effected relative to the amount of the Commitments immediately prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Seller Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second to the payment of any the remaining outstanding Seller Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Purchasers.
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