Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon (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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day). (b) No later than 2:30 p.m. (New York City time) on the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request. (c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder). (d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date. (e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced. (f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 4 contracts
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (BrightView Holdings, Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one two (12) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 500,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan RequestLoan, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (together with any associated Breakage Fees and any accrued Interest and Fees in respect of such prepaid Capital) on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BLender; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice(or, if such prepayment will cause less, the Aggregate Capital outstanding Capital, plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued but unpaid Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Datetogether with any associated Breakage Fees).
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof1,000,000, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of each Lender such that its Capital will not exceed in excess of its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower may from time to time advise the Administrative Agent, the LC Bank and each Lender 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. Notwithstanding The Administrative Agent, the forgoingLC Bank and each Lender shall notify the Borrower 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 any Lender may accept or decline such reduction of the Commitments shall a request in their sole discretion and on such terms as they may elect) not be effective less than thirty (30) days prior to the extent then current Scheduled Termination Date; provided, however, that after giving effect thereto if the sum of (A) Administrative Agent, the aggregate outstanding Capital of LC Bank or any Lender plus (B) fails to so notify the related LC Participant’s Pro Rata Share of Borrower and the Administrative Agent, the Administrative Agent, the LC Participation Amount, would exceed Bank or such Lender’s Commitment, 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 Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent, the LC Bank and the applicable Lenders shall enter into such documents as the Administrative Agent, the LC Bank and the applicable Lenders may deem necessary or appropriate to effect such extension, and all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the LC Bank and the applicable Lenders in connection therewith (including Attorney Costs) shall be paid by the Borrower. In the event any Lender declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Lender shall be an “Exiting Lender” for all purposes of this Agreement.
Appears in 3 contracts
Samples: Receivables Financing Agreement (Alliance Resource Partners Lp), Receivables Financing Agreement (Alliance Holdings GP, L.P.), Receivables Financing Agreement (Alliance Holdings GP, L.P.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one two (12) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 10,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01(a) and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its sole discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 10,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold100,000; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty ten (3010) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 10,000,000 or integral multiples of $1,000,000 100,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000200,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event has occurred and is continuing, the Borrower 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. Notwithstanding The Administrative Agent and each Committed Lender (or its Group Agent on its behalf) shall notify the forgoing, any Borrower and the Administrative Agent in writing whether or not such reduction of Person is agreeable to such extension (it being understood that the Commitments shall Administrative Agent and the Committed Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not be effective less than thirty (30) days prior to the extent then current Scheduled Termination Date; provided, however, that after giving if the Administrative Agent or any Committed Lender fails to so notify the Borrower and the Administrative Agent, the Administrative Agent or such Committed Lender, 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 Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders may deem necessary or appropriate to effect thereto such extension, and all reasonable out-of-pocket costs and expenses incurred by the sum of Administrative Agent, the applicable Group Agents and the applicable Committed Lenders in connection therewith (Aincluding Attorney Costs) shall be paid by the aggregate outstanding Capital of Borrower. In the event any Committed Lender plus (B) declines such request to extend the related LC Participant’s Pro Rata Share of the LC Participation AmountScheduled Termination Date or is deemed to have declined such extension, would exceed such Committed Lender’s CommitmentGroup shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 3 contracts
Samples: Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co), Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co), Receivables Financing Agreement (PG&E Corp)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof submitted on or before 1:00 p.m. (New York City time) to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BLender; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided100,000, however that the Borrower (ii) no such reduction shall not provide a Reduction Notice, if such prepayment will cause reduce the Aggregate Capital plus the Adjusted LC Participation Amount to be an amount less than the Minimum Funding Usage Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (iiiii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of each Lender such that its Capital will not exceed in excess of its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, reduction by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 2 contracts
Samples: Receivables Financing Agreement, Sub Originator Sale Agreement, Purchase and Sale Agreement (CONSOL Energy Inc.), Receivables Financing Agreement (CONSOL Energy Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one two (12) Business Day’s Days prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day) (such date, a “Borrowing Date”).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit BD; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero100,000, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty two (302) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 1,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000100,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of the Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Rackspace Technology, Inc.), Receivables Financing Agreement (Rackspace Technology, Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon (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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BE; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement DateDate and (iii) it shall be a condition precedent to any such prepayment of Capital prior to the Termination Date that after giving effect to such prepayment, the Capital would not be less than an amount equal to the Minimum Funding Threshold.
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00075,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 2 contracts
Samples: Receivables Financing Agreement (PRA Health Sciences, Inc.), Receivables Financing Agreement (PRA Health Sciences, Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior upon the written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business DayDay and (x) may be the Business Day on which the Loan Request was submitted if the aggregate amount of the Loans(s) requested is $250,000,000 or less or (y) shall be the date falling two Business Days before the date such requested Loan is to be made if the aggregate amount of the Loans(s) requested exceeds $250,000,000).
(b) No later than 2:30 p.m. The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to Section 2.02(a), notify each Group Agent of its receipt of such Loan Request specifying the information provided by the Borrower and the apportionment among the Groups (New York City timewhich shall be ratable based on the Group Commitments) on of the requested Loan. On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BD; provided that, each such notice shall be made no later than 12:00 p.m. (New York City time) (x) on the Business Day of the requested prepayment or (y) if any such prepayment is in an aggregate amount greater than $125,000,000, on the date falling two Business Days before the date of the requested prepayment (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day); and provided, howeverfurther, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided100,000, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date, and (iii) it shall be condition precedent to any such reduction in Capital 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 less than an amount equal to the applicable Minimum Funding Threshold; provided, further, however, that at any time on or after January 1, 2021, the Borrower may elect to be exempt from the Minimum Funding Threshold requirement set forth in this clause (iii) for a single period of no more than thirty (30) consecutive days during any calendar year by providing five (5) Business Days’ prior written notice to the Administrative Agent.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender(any such notice a “Facility Limit Reduction Notice”), terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof1,000,000, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000175,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of the Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Concentrix Corp), Receivables Financing Agreement (Concentrix Corp)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) any Business Day’s Day by prior written request from the Borrower to the Administrative Agent and each Lender Agent, in the form of a Loan 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 Lender hereunder, if the Borrower enters into a separate written agreement with the Administrative Agent regarding the Administrative Agent’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrative Agent), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrative Agent. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than one hundred thousand dollars ($1,000,000 100,000) and shall be an integral multiple of fifty thousand dollars ($100,000 in excess thereof50,000)), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iviii) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders Lender shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds in an aggregate amount equal to the amount of such Loans Loan requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each the Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders Lender to the extent required under Section 4.01 3.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders Lender (i) at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Lender hereunder, and to the extent the Borrower has entered into a separate written agreement with the Administrative Agent regarding the 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 one (1) Business Day’s prior written notice thereof to each Credit Party, such notice to be delivered no later than 3:00 p.m. (New York City time) on such Business Day (it being understood that any such notice made after such time shall be deemed to have been made on the Administrative Agent and each Lender following Business Day), in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of five hundred thousand dollars ($100,000 500,000) and shall be an integral multiple of one hundred thousand dollars ($100,000 in excess thereof100,000); provided, however that the Borrower shall not provide a Reduction Noticehowever, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time or the outstanding Capital of the Lender to zerozero ($0), and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date; provided, further, that the Borrower shall not provide any Reduction Notice, and no such Reduction Notice shall be effective, if after giving effect thereto, the Aggregate Capital at such time would be less than the Minimum Funding Threshold.
(ed) The Borrower may, at any time upon at least thirty (30) calendar days’ prior written notice to the Administrative Agent and each the Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reducedwhole.
(fe) In connection with any reduction of The Borrower hereby covenants and agrees from time to time to request Loans pursuant to Section 2.02(a) in amounts and at such times such that the Commitments, Aggregate Capital at all times is no less than the Borrower shall remit Minimum Funding Threshold at such time; it being understood and agreed that each Credit Extension pursuant to this Agreement is subject to the Administrative Agent (i) instructions regarding such reduction applicable conditions set forth in Article V and (ii) for payment to the Lenders, cash other conditions set forth in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitmentthis Article II.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Waystar Holding Corp.), Receivables Financing Agreement (Waystar Holding Corp.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. A-1. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit BD; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty five (305) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof1,000,000, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, Participant shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of the Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 2 contracts
Samples: Receivables Financing Agreement (DCP Midstream, LP), Receivables Financing Agreement (DCP Midstream, LP)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one three (13) Business Day’s Days prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 2,500,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold100,000; provided, however that notwithstanding the foregoing, a prepayment may be in an any amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees and any associated Breakage Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date (to the extent such prepayment date is not a Settlement Date).
(e) The Borrower may, at any time upon at least thirty five (305) days’ (or such later date as consented to in writing by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower 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. Notwithstanding The Administrative Agent and each Committed Lender (or its Group Agent on its behalf) shall notify the forgoingBorrower 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 Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not more than thirty (30) days after receipt of a request for extension; provided, however, that if the Administrative Agent or any Committed Lender fails to so notify the Borrower and the Administrative Agent, the Administrative Agent or such reduction of Committed Lender, as the Commitments case may be, shall not be effective deemed to have declined such extension. In the extent event that after giving the Administrative Agent and one or more Committed Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders may deem necessary or appropriate to effect thereto such extension, and all reasonable and documented out-of-pocket costs and expenses incurred by the sum of Administrative Agent, the applicable Group Agents and the applicable Committed Lenders in connection therewith (Aincluding Attorney Costs) shall be paid by the aggregate outstanding Capital of Borrower. In the event any Committed Lender plus (B) declines such request to extend the related LC Participant’s Pro Rata Share of the LC Participation AmountScheduled Termination Date or is deemed to have declined such extension, would exceed such Committed Lender’s CommitmentGroup shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hill-Rom Holdings, Inc.), Loan and Security Agreement (Hill-Rom Holdings, Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s Day prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. A, provided that, at any time when PNC (or an Affiliate thereof) is the Administrative Agent hereunder, if the Borrower 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 service implemented by the Administrative Agent), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrative Agent. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital Principal of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital Principal of the Lenders to the extent required under Section 4.01 3.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital Principal of the Lenders (i) at any time when PNC (or an Affiliate thereof) is the Administrative Agent hereunder, and to the extent the Borrower 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 one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral or any higher multiple of $100,000 in excess thereof; provided, however that (ii) the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Amount to Principal at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of such prepaid Principal shall be paid on the immediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an any amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital Principal of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capitaloutstanding Principal, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Evoqua Water Technologies Corp.), Receivables Financing Agreement (Evoqua Water Technologies Corp.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the a Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 applicable Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the applicable Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the applicable Borrower in connection with any Loan hereunder).
(d) The Borrower Borrowers shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower Borrowers shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the each Borrower, in its sole discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that thereof and (ii) any accrued Interest and Fees in respect of the Borrower portion(s) of Capital so reduced shall not provide a Reduction Notice, if such prepayment will cause be paid in full on the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Thresholdimmediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower Borrowers may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower Borrowers shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender at such time and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations Obligations, including any associated Breakage Fees, with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) So long as no Event of Default has occurred and is continuing, upon notice to the Administrative Agent and each Lender, the Borrowers may from time to time request an increase in the Commitment with respect to one or more Lenders, at any time following the Closing Date and prior to the Termination Date, such aggregate increase in such Lenders’ Commitments to be an amount (for all such requests or additions) not exceeding $125,000,000; provided, that each request for an increase shall be in a minimum amount of $10,000,000. Notwithstanding At the forgoingtime of sending such notice with respect to any Lender, the Borrowers (in consultation with the Administrative Agent and the Lenders) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrowers’ 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 and the Lenders). In respect of any Lender, each of such Lender being asked to increase its Commitment and the Administrative Agent shall notify the Borrowers and the Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment and the Administrative Agent shall be required in order to approve any such reduction request. If the Commitment of any Lender is increased in accordance with this clause (g), the Commitments Administrative Agent, the Lenders, the Borrowers and the Servicer shall not be determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase and the extent corresponding increase in the Facility Limit and, if applicable, rebalance Capital among the Lenders such that after giving effect thereto the sum of (A) thereto, the aggregate outstanding Capital of the Lenders is distributed ratably among the Lenders; it being understood and agreed that the Administrative Agent or any Lender plus increasing its Commitment pursuant to this clause (Bg) may request any of (x) resolutions approving or consenting to such Commitment increase and authorizing the related LC Participant’s Pro Rata Share execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the LC Participation AmountBorrowers and (z) such other documents, would exceed agreements and opinions reasonably requested by such Lender or the Administrative Agent.
(h) Provided that no Event of Default has occurred and is continuing, the Borrowers may from time to time advise the Administrative Agent and each Lender 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 Lender shall notify the Borrowers 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 Lenders 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 Lender fails to so notify the Borrowers and the Administrative Agent, the Administrative Agent or such Lender’s Commitment, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Lenders have so notified the Borrowers and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent and the applicable Lenders shall enter into such documents as the Administrative Agent and the applicable Lenders may deem necessary or appropriate to effect such extension, and all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and the applicable Lenders in connection therewith (including reasonable and documented Attorney Costs) shall be paid by the Borrowers. In the event any Lender declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Lender shall be an “Exiting Lender” for all purposes of this Agreement.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Lamar Media Corp/De), Receivables Financing Agreement (Lamar Media Corp/De)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 3:00 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral or any higher multiple of $100,000 in excess thereof; provided, however that (ii) the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Amount to at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty five (305) daysBusiness Days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reducedreduced and, in connection with the termination in whole of the Facility Limit, the Commitment of each Lender shall be terminated in whole.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower may from time to time advise the Administrative 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. Notwithstanding The Administrative Agent and each Lender shall notify the forgoing, any Borrower and the Administrative Agent in writing whether or not such reduction of Person is agreeable to such extension (it being understood that the Commitments shall Administrative Agent and the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not be effective less than thirty (30) days prior to the extent then current Scheduled Termination Date; provided, however, that after giving effect thereto if the sum of (A) the aggregate outstanding Capital of Administrative Agent or any Lender plus (B) fails to so notify the related LC Participant’s Pro Rata Share of Borrower and the LC Participation AmountAdministrative Agent, would exceed the Administrative Agent or such Lender’s Commitment, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent and the applicable Lenders shall enter into such documents as the Administrative Agent and the applicable Lenders 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 and the applicable Lenders in connection therewith (including Attorney Costs) shall be paid by the Borrower. In the event any Lender declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Lender shall be an “Exiting Lender” for all purposes of this Agreement.
Appears in 2 contracts
Samples: Receivables Financing Agreement (EnLink Midstream, LLC), Receivables Financing Agreement (EnLink Midstream Partners, LP)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on the date of each Loan specified in the applicable each Loan Request, the Lenders each applicable Lender 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 Borrower in same day funds an aggregate amount equal to its pro rata portion, if any, of the amount of such Loans requested, requested to the Borrower by depositing such amount at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (together with any associated Breakage Fees in respect of such prepaid Capital) on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit BD; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice(or, if such prepayment will cause less, the Aggregate Capital Capital, plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued but unpaid Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Datetogether with any associated Breakage Fees).
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 10,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 2 contracts
Samples: Receivables Financing Agreement (First Data Corp), Receivables Financing Agreement (First Data Corp)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender (other than a Committed Lender in its Group) to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof100,000; provided, however that the Borrower shall not provide a Reduction Noticehowever, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time or the outstanding Capital of the Lenders to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date; provided, further, that the Borrower shall not provide any Reduction Notice, and no such Reduction Notice shall be effective, if after giving effect thereto, the Aggregate Capital at such time would be less than the Minimum Funding Threshold.
(e) The Borrower may, at any time upon at least thirty three (303) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent, each Group Agent and upon prior notice to the Lenders, the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date up to an aggregate amount of $350,000,000 in such Lenders’ Commitments and the Commitments of all such additional Lenders; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. Notwithstanding At the forgoingtime of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Group Agents are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each Lender being asked to increase its Commitment (or its Group Agent on its behalf) and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Xxxxxx’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Xxxxxx’s Commitment. For the avoidance of doubt, only the consent of the Lender (or its Group Agent on its behalf) then being asked to increase its Commitment (or an additional Lender) and the Administrative Agent shall be required in order to approve any such reduction of request. If the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital Commitment of any Lender plus is increased (Bor a new Person is added as Lender) in accordance with this clause (h), the related LC Participant’s Pro Rata Share Administrative Agent, such Lender (or its Group Agent on its behalf) and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) (or its Group Agent on its behalf) may request any of (x) resolutions of the LC Participation AmountBoard of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, would exceed delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such Lender’s Commitmentother documents, agreements and opinions reasonably requested by such Lender (or its Group Agent on its behalf) or the Administrative Agent.
(h) The Borrower hereby covenants and agrees from time to time to request Loans pursuant to Section 2.02(a) in amounts and at such times such that the Aggregate Capital at all times is no less than the Minimum Funding Threshold at such time; it being understood and agreed that each Credit Extension pursuant to this Agreement is subject to the applicable conditions set forth in Article V and the other conditions set forth in this Article II.
Appears in 2 contracts
Samples: Receivables Financing Agreement (OLIN Corp), Receivables Financing Agreement (OLIN Corp)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on a Business Day at least one (1) Business Day’s the prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan 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 Lender hereunder, if the Borrower enters into a separate written agreement with the Administrative Agent regarding the Administrative Agent’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrative Agent), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrative Agent. Each such request for a Loan shall be made no later than noon 12:00 p.m. (New York City time) (i) with respect to a Loan in an amount that is less than or equal to fifty million dollars ($50,000,000), on the proposed date of such Loan and (ii) with respect to a Loan in an amount that is greater than fifty million dollars ($50,000,000), on the Business Day immediately preceding the proposed date of such Loan (it being understood that that, in each case, any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (iA) the amount of the Loan(s) requested (which shall not be less than one hundred thousand dollars ($1,000,000 100,000) and shall be an integral multiple of one hundred thousand dollars ($100,000 in excess thereof100,000)), (iiB) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iiiC) the account to which the proceeds of such Loan shall be distributed and (ivD) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders Lender 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital Principal of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital Principal of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital Principal of the Lenders (i) at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Lender hereunder, and to the extent the Borrower has entered into a separate written agreement with the Administrative Agent regarding the 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 Day, or (ii) upon one same-day written notice delivered by the Borrower no later than 1:00 p.m. (1New York City time) on the proposed date of such prepayment (it being understood that any such notice made after such time shall be deemed to have been made on the following Business Day’s prior written notice thereof ) to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of one hundred thousand dollars ($100,000 100,000) and shall be an integral multiple of one hundred thousand dollars ($100,000 in excess thereof; provided100,000), however that (ii) the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Amount to Principal at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of such prepaid Principal shall be paid on the immediately following Settlement Date; provided, however however, that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time or the outstanding Principal of the Lender to zero, and zero (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date$0).
(e) The Borrower may, at any time upon at least (i) thirty (30) calendar days’ prior written notice in case of a termination in whole and (ii) ten (10) calendar days’ prior written notice in case of a termination in part, in either case, to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of ten million dollars ($3,000,000 10,000,000) or integral multiples of five million dollars ($1,000,000 5,000,000) in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than fifty million dollars ($100,000,00050,000,000). In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital Principal of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capitaloutstanding Principal, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s Day prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request; provided, that the Borrower directs the Lenders to fund the proceeds of the initial Loan made hereunder directly to Bank of America, N.A., as administrative agent under the Credit Agreement, which funds will be applied toward the partial prepayment of the Term A Loan outstanding thereunder in accordance with the funds flow memorandum dated as of the date hereof.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BE; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral or any higher multiple of $100,000 in excess thereof; provided, however that (ii) the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Amount to at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Owens & Minor Inc/Va/)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be denominated in Dollars and made on at least one (1) Business Day’s prior upon the written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon (New York City time) on a Business Day the date such requested Loan is to be made (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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior the written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, Participant shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the Aggregate LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Ingersoll Rand Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. A-1, provided that, at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Group Agent hereunder, if the Borrower enters into a separate written agreement with the Administrative Agent regarding the Administrative Agent’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrative Agent), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrative Agent. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (i) at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Group Agent hereunder, and to the extent the Borrower has entered into a separate written agreement with the Administrative Agent regarding the 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 one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit BD; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty five (305) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof1,000,000, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, Participant shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of the Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (DCP Midstream, LP)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s Day prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 37762333169 19631658 762333169 19631658 the Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital Loan Amount of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital Loan Amounts of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital Loan Amounts of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BEB; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral or any higher multiple of $100,000 in excess thereof; provided, however that (ii) the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Loan Amount to at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of such prepaid Loan Amounts shall be paid on the immediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00035,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital theany Loan Amount of each Lender in excess of the Commitment of such Lendersuch that its Capital will the aggregate Loan Amount of each Lender does not exceed its such Lender’s Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.outstanding
Appears in 1 contract
Samples: Receivables Financing Agreement (Compass Minerals International Inc)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that (ii) the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Amount to at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of the portion(s) of Capital so reduced shall be paid in full on the immediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Syneos Health, Inc.)
Making Loans; Repayment of Loans. (a) Each Loans may only be requested in U.S. Dollars and the Lenders are only obligated to fund Loans in U.S. Dollars. For the avoidance of doubt, no Loans may be requested in, nor shall any Loan hereunder be funded in, an Alternative Currency.
(b) The Borrower shall be made on at least one (1) Business Day’s prior written request from the Borrower deliver to the Administrative Agent and each Lender in the form of a fully executed Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 10:00 a.m. (New York City time) on a at least three (3) 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 Days in advance of the Loan(s) requested proposed Loan (which shall not or such shorter period as may be less than $1,000,000 and shall be an integral multiple of $100,000 acceptable to the Administrative Agent, in excess thereof), (ii) consultation with the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business DayLender Representative).
(bc) No [Reserved].
(d) Each Lender shall make the amount of its Loan, if any, available to the Administrative Agent not later than 2:30 12:00 p.m. (New York City time) on the date of each Loan specified in the applicable Loan RequestRequest by wire transfer of same day funds in U.S. Dollars, to the Lenders shallAdministrative Agent’s Account. Except as provided herein, upon satisfaction or waiver of the applicable conditions set forth precedent specified in this Article II or Article VI and pursuant to receipt of the other conditions set forth in this Article IIrequested loan funds, the Administrative Agent shall make the proceeds of such Loans available to the Borrower on the date specified in the applicable Loan Request by causing an amount of same day funds an aggregate amount in U.S. Dollars equal to the amount proceeds of all such Loans requested, at received by Administrative Agent from the Lenders to be credited to the account set forth in the related Loan Request.
(ce) Each Lender’s obligation [Reserved]
(f) Unless the Administrative Agent shall be several, such that the failure of have been notified by any Lender prior to the date of the applicable Credit Extension that such Lender does not intend to make available to the Borrower any funds in connection with any Administrative Agent the amount of such Lender’s Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available requested on the date of such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior theretoCredit Extension, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date and each Lender the Administrative Agent may, in the form of a Reduction Notice attached hereto as Exhibit B; providedits sole discretion, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower but shall not provide be obligated to, make available to Borrower a Reduction Notice, if corresponding amount on such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be date. If such corresponding amount is not in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice fact made available to the Administrative Agent and each by such Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 be entitled to recover such amounts first corresponding amount on demand from such Lender together with interest thereon, for each day from the date of such Credit Extension until the date such amount is paid to the reduction Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Aggregate CapitalBase Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and second the Borrower shall immediately pay such corresponding amount to the payment Administrative Agent together with interest thereon, for each day from the date of such Credit Extension until the remaining outstanding Borrower Obligations with respect to date such reduction, including any Breakage Fees, by paying such amounts amount is paid to the LendersAdministrative Agent, at the Base Rate. Notwithstanding Nothing in this Section 2.02(f) shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the forgoing, Borrower may have against any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital Lender as a result of any default by such Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitmenthereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Exela Technologies, Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s Day prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. A, provided that, at any time when PNC (or an Affiliate thereof) is the Administrative Agent hereunder, if the Borrower 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 service implemented by the Administrative Agent), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrative Agent. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital Principal of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital Principal of the Lenders to the extent required under Section 4.01 3.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital Principal of the Lenders (i) at any time when PNC (or an Affiliate thereof) is the Administrative Agent hereunder, and to the extent the Borrower 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 one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral or any higher multiple of $100,000 in excess thereof; provided, however that (ii) the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Amount to Principal at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of such prepaid Principal shall be paid on the immediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an any amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital . All prepayments pursuant to this section shall be paid on the immediately following Settlement Dateaccompanied by any associated indemnity payments due under Section 4.02.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced. All prepayments pursuant to this section shall be accompanied by any associated indemnity payments due under Section 4.02.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital Principal of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 FeesFeesindemnification payments under Section 4.02 . Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the Aggregate Capitaloutstanding Principal, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage FeesFeesindemnification payments under Section 4.02 , by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Evoqua Water Technologies Corp.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior the written request from the Borrower to the Administrative Agent Administrator and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each A; provided that, at any time when PNC (or an Affiliate thereof) is both the Administrator and the sole Lender hereunder, if the Borrower enters into a separate written agreement with the Administrator regarding Administrator’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrator), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrator. Otherwise, each such request for a Loan shall be made no later than noon 1:00 p.m. (New York City time) on a Business Day the proposed date of such Loan (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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital Principal of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital Principal of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital Principal of the Lenders (i) at any time when PNC (or an Affiliate thereof) is both the Administrator and the sole Lender hereunder, and to the extent the Borrower has entered into a separate written agreement with the Administrator regarding Administrator’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrator) pursuant to Section 2.02(a) hereof, on any Business Day Day, or (ii) upon one same-day written notice no later than 1:00 p.m. (1New York City time) on the proposed date of such prepayment (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day’s prior written notice thereof ) to the Administrative Agent Administrator and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 500,000 and shall be an integral multiple of $100,000 and (ii) any accrued Interest and Fees in excess thereof; provided, however that respect of such prepaid Principal shall be paid on the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Thresholdimmediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent Administrator and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent Administrator (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital Principal of each Lender then outstanding in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent Administrator reasonably determines that any portion of the outstanding Borrower 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 Administrator shall apply such amounts first to the reduction of the Aggregate Capitaloutstanding Principal, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Worthington Industries Inc)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one two (12) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan RequestLoan, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (together with any accrued Interest and Fees in respect of such prepaid Capital) on any Business Day upon one two (12) Business Day’s Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BGroup Agent; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 4,000,000 and shall be an integral multiple of $100,000 in excess thereof1,000,000; provided, however further, that the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus at such time would be less than an amount equal to the Adjusted LC Participation Amount least of (i) 75.00% of the Facility Limit at such time, (ii) the Borrowing Base at such time and (iii) such other amount as approved in writing by the Administrative Agent and each Lender (such lesser amount, the “Minimum Funding Threshold”). The Borrower hereby covenants and agrees from time to be time to request Loans pursuant to Section 2.02(a) in amounts and at such times such that the Aggregate Capital at all times is no less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing Threshold at such time time; it being understood and agreed that each Credit Extension pursuant to zero, this Agreement is subject to the applicable conditions set forth in Article VI and (ii) any accrued Interest and Fees the other conditions set forth in respect of such prepaid Capital shall be paid on the immediately following Settlement Datethis Article II.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof1,000,000, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (NuStar Energy L.P.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan RequestLoan, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit BH; provided, however, that (i) each such partial prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Foresight Energy LP)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon (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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date. All prepayments made pursuant to this Section 2.02(d) (including prepayments required under Section 4.01), shall first be applied to the principal amount of the Base Rate Loans, then to Daily Simple SOFR Loans and Daily 1M SOFR Loans, then to Term SOFR Loans.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one two (12) Business Day’s Days prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit BD; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided100,000, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date, and (iii) it shall be condition precedent to any such reduction in Capital 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 less than an amount equal to the Minimum Funding Threshold.
(e) The Borrower may, at any time upon at least thirty forty-five (3045) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof1,000,000, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000150,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of the Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Zebra Technologies Corp)
Making Loans; Repayment of Loans. (a) (a) Each Class A Loan hereunder shall be made on at least one (1) Business Day’s prior the written request from the Borrower to the Administrative Agent and each Class A Lender in the form of a Loan Request attached hereto as Exhibit A. Each A; provided that, at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Class A Lender hereunder, if the Borrower 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 service implemented by the Administrative Agent), then any request for a Class A Loan made using such service shall constitute a Loan Request, and each Class A Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrative Agent. Otherwise, each such request for a Class A Loan shall be made no later than noon (New York City time) 12:00 p.m. Eastern Time on a Business Day the proposed date of such Class A Loan (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 Class A Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Class A Lenders (which shall be ratable based on the Class A Commitments), (iii) the account to which the proceeds of such Class A Loan shall be distributed and (iv) the date such requested Class A Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Class A Loan specified in the applicable Loan Request, the Class A Lenders (ratably in accordance with their respective Class A Commitments) shall, upon satisfaction of the applicable conditions set forth in Article VI Section 5.02 and pursuant to the other conditions set forth in this Article IIherein, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans Class A Loan requested, at the account set forth in the related Loan Request.
(c) Each Class A Lender’s obligation shall be several, such that the failure of any Class A Lender to make available to the Borrower any funds in connection with any Class A Loan shall not relieve any other Class A Lender of its obligation, if any, hereunder to make funds available on the date such Class A Loans are requested (it being understood, that no Class A Lender shall be responsible for the failure of any other Class A Lender to make funds available to the Borrower in connection with any Class A Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one three (13) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01(a) and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its sole discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 500,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold100,000; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty ten (3010) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 1,000,000 or integral multiples of $1,000,000 100,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00015,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower 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 (or such smaller number of days as may be approved by the Administrative Agent in its sole discretion). Notwithstanding The Administrative Agent and each Committed Lender (or its Group Agent on its behalf) shall notify the forgoing, any Borrower and the Administrative Agent in writing whether or not such reduction Person is agreeable to such extension (it being understood that the Administrative Agent and the Committed Lenders 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 (or at such smaller number of days as may be approved by the Commitments shall not be effective Administrative Agent in its sole discretion) prior to the extent then current Scheduled Termination Date; provided, however, that after giving if the Administrative Agent or any Committed Lender fails to so notify the Borrower and the Administrative Agent, the Administrative Agent or such Committed Lender, 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 Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders may deem necessary or appropriate to effect thereto such extension, and all reasonable out-of-pocket costs and expenses incurred by the sum of Administrative Agent, the applicable Group Agents and the applicable Committed Lenders in connection therewith (Aincluding Attorney Costs) shall be paid by the aggregate outstanding Capital of Borrower. In the event any Committed Lender plus (B) declines such request to extend the related LC Participant’s Pro Rata Share of the LC Participation AmountScheduled Termination Date or is deemed to have declined such extension, would exceed such Committed Lender’s CommitmentGroup shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (TGPX Holdings I LLC)
Making Loans; Repayment of Loans. (ai) Each Loan hereunder shall be made on at least one three (13) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(bii) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(ciii) Each LenderCommitted Xxxxxx’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(div) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01(a) and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its sole discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 500,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold100,000; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(ev) The Borrower may, at any time upon at least thirty ten (3010) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 1,000,000 or integral multiples of $1,000,000 100,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit for any Fiscal Month to an amount less than $100,000,00030,000,000. In connection with any partial reduction in the Facility LimitLimit pursuant to this clause (e), the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, for each Fiscal Month shall be ratably reduced.
(fvi) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(vii) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower 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 (or such smaller number of days as may be approved by the Administrative Agent in its sole discretion). Notwithstanding The Administrative Agent and each Committed Lender (or its Group Agent on its behalf) shall notify the forgoing, any Borrower and the Administrative Agent in writing whether or not such reduction Person is agreeable to such extension (it being understood that the Administrative Agent and the Committed Lenders 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 (or at such smaller number of days as may be approved by the Commitments shall not be effective Administrative Agent in its sole discretion) prior to the extent then current Scheduled Termination Date; provided, however, that if the Administrative Agent or any Committed Lender fails to so notify the Borrower and the Administrative Agent, the Administrative Agent or such Committed Lender, 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 Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders 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 Lenders in connection therewith (including Attorney Costs) shall be paid by the Borrower. In the event any Committed Lender declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Committed Lender’s Group shall be an “Exiting Group” for all purposes of this Agreement.
(viii) Provided that no Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event has occurred and is continuing, the Borrower may advise the Administrative Agent and each Group Agent in writing of its desire to modify the Commitment of each Committed Lender for one or more Fiscal Months and the desired effective date thereof (such desired date, the "Seasonal Limit Change Date") by delivering a Seasonal Commitment Change Request in the form attached hereto as Exhibit K to such Persons, provided that (i) such request is delivered not less than ten (10) Business Days prior to the requested Seasonal Limit Change Date, (ii) the requested aggregate change in Commitments for any Fiscal Month is allocated ratably among the Committed Lenders, (iii) the aggregate Commitments for the Lenders for any Period does not (x) exceed $75,000,000 or (y) fall below $30,000,000 and (iv) no more than two Seasonal Commitment Change Requests are delivered during any calendar year. In the event that one or more Committed Lenders are agreeable to such modification, each applicable Group Agent and each applicable Committed Lender shall countersign such Seasonal Commitment Change Request, and so long as the Administrative Agent has received such countersigned signature pages from at least one Committed Lender, the Commitment of each applicable Committed Lender that has returned a countersigned signature page shall be modified for each applicable Fiscal Month to the amount set forth in such Seasonal Commitment Change Request effective upon the Seasonal Limit Change Date; provided, however, that if any Committed Lender fails to so return a countersigned signature page within ten (10) Business Days of receipt of such request, then such Committed Lender shall be deemed to have declined such modification. On the Seasonal Limit Change Date, pursuant to notification provided by the Administrative Agent to the Lenders, the Lenders shall rebalance Capital among the Lenders such that after giving effect thereto thereto, the sum of (A) Aggregate Capital is distributed ratably among the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Groups based on each Group's Group Commitment.
Appears in 1 contract
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior upon the written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business DayDay and (x) may be the Business Day on which the Loan Request was submitted if the aggregate amount of the Loans(s) requested is $250,000,000 or less or (y) shall be the date falling two Business Days before the date such requested Loan is to be made if the aggregate amount of the Loans(s) requested exceeds $250,000,000).
(b) No later than 2:30 p.m. The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to Section 2.02(a), notify each Group Agent of its receipt of such Loan Request specifying the information provided by the Borrower and the apportionment among the Groups (New York City timewhich shall be ratable based on the Group Commitments) on of the requested Loan. On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each LenderCommitted Xxxxxx’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BD; provided that, each such notice shall be made no later than 12:00 p.m. (New York City time) (x) on the Business Day of the requested prepayment or (y) if any such prepayment is in an aggregate amount greater than $125,000,000, on the date falling two Business Days before the date of the requested prepayment (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day); and provided, howeverfurther, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided100,000, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date, and (iii) it shall be condition precedent to any such reduction in Capital 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 less than an amount equal to the applicable Minimum Funding Threshold; provided, further, however, that at any time on or after January 1, 2021, the Borrower may elect to be exempt from the Minimum Funding Threshold requirement set forth in this clause (iii) for a single period of no more than thirty (30) consecutive days during any calendar year by providing five (5) Business Days’ prior written notice to the Administrative Agent.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender(any such notice a “Facility Limit Reduction Notice”), terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof1,000,000, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000175,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of the Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon (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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, Participant shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the Aggregate LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Gardner Denver Holdings, Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which amount shall be denominated in U.S. Dollars and not be less than $1,000,000 500,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each LenderCommitted Xxxxxx’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01 and otherwise in accordance therewithwith such Section 3.01 (subject to the priorities for payment set forth therein) by paying the amount of such prepayment to the Administrative Agent for distribution to the Lenders in accordance with Section 3.02. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in partpart by payment in accordance with Section 3.02, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 500,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold100,000; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees and any associated Breakage Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date (to the extent such prepayment date is not a Settlement Date).
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, may terminate the Facility Limit in whole or ratably reduce the Facility Limit in part, at any time upon at least (i) thirty (30) days’ prior written notice in the case of a termination in whole or (ii) fifteen (15) Business Days’ prior written notice in the case of a termination in part, in either case, to the Administrative Agent. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 by the Administrative Agent of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, the Borrower may from time to time advise the Administrative 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. Notwithstanding The Administrative Agent and each Committed Lender (or its Group Agent on its behalf) shall notify the forgoing, any Borrower and the Administrative Agent in writing whether or not such reduction of Person is agreeable to such extension (it being understood that the Commitments shall Administrative Agent and the Committed Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not be effective less than thirty (30) days prior to the extent then current Scheduled Termination Date; provided, however, that after giving if the Administrative Agent or any Committed Lender fails to so notify the Borrower and the Administrative Agent, the Administrative Agent or such Committed Lender, 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 Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders may deem necessary or appropriate to effect thereto such extension, and all reasonable out-of-pocket costs and expenses incurred by the sum of Administrative Agent, the applicable Group Agents and the applicable Committed Lenders in connection therewith (Aincluding Attorney Costs) shall be paid by the aggregate outstanding Capital of Borrower. In the event any Committed Lender plus (B) declines such request to extend the related LC Participant’s Pro Rata Share of the LC Participation AmountScheduled Termination Date or is deemed to have declined such extension, would exceed such Committed Lender’s CommitmentGroup shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 1 contract
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one two (12) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan RequestLoan, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (together with any accrued Interest and Fees in respect of such prepaid Capital) on any Business Day upon one two (12) Business Day’s Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BGroup Agent; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 4,000,000 and shall be an integral multiple of $100,000 in excess thereof1,000,000; provided, however that further, that, the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus at such time would be less than an amount equal to the Adjusted LC Participation Amount least of (i) 75.00% of the Facility Limit at such time, (ii) the Borrowing Base at such time and (iii) such other amount as approved in writing by the Administrative Agent and each Lender (such lesser amount, the “Minimum Funding Threshold”). The Borrower hereby covenants and agrees from time to be time to request Loans pursuant to Section 2.02(a) in amounts and at such times such that the Aggregate Capital at all times is no less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing Threshold at such time time; it being understood and agreed that each Credit Extension pursuant to zero, this Agreement is subject to the applicable conditions set forth in Article VI and (ii) any accrued Interest and Fees the other conditions set forth in respect of such prepaid Capital shall be paid on the immediately following Settlement Datethis Article II.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof1,000,000, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (NuStar Energy L.P.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s Day prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on . On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) . Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) . The Borrower shall repay in full the outstanding Capital Loan Amount of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital Loan Amounts of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital Loan Amounts of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BE; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral or any higher multiple of $100,000 in excess thereof; provided, however that (ii) the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Loan Amount to at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of such prepaid Loan Amounts shall be paid on the immediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) . The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00035,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) . In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital Loan Amount of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capitaloutstanding Loan Amounts, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Compass Minerals International Inc)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than one million dollars ($1,000,000 1,000,000) and shall be an integral multiple of one hundred thousand dollars ($100,000 in excess thereof100,000)), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender (other than a Committed Lender in its Group) to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) calendar days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of five million dollars ($3,000,000 5,000,000) or integral multiples of one million dollars ($1,000,000 1,000,000) in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than one hundred million dollars ($100,000,000). In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding .
(g) The Borrower hereby covenants and agrees from time to time to request Loans pursuant to Section 2.02(a) in amounts and at such times such that the forgoing, any Aggregate Capital at all times is no less than the Minimum Funding Threshold at such reduction of the Commitments shall not be effective time; it being understood and agreed that each Credit Extension pursuant to this Agreement is subject to the extent that after giving effect thereto applicable conditions set forth in Article V and the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitmentother conditions set forth in this Article II.
Appears in 1 contract
Samples: Receivables Financing Agreement (Applied Industrial Technologies Inc)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior the written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each A; provided that, at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Group Agent hereunder, if the Borrower 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 service implemented by the Administrative Agent), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrative Agent. Otherwise, each such request for a Loan shall be made no later than noon 1:00 p.m. (New York City time) on a Business Day the proposed date of such Loan (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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof50,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.Loans
Appears in 1 contract
Samples: Receivables Financing Agreement (Aveanna Healthcare Holdings, Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each LenderCommitted Xxxxxx’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01(a) and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its sole discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 500,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold100,000; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty ten (3010) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 1,000,000 or integral multiples of $1,000,000 100,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit for any Fiscal Month to an amount less than $100,000,00030,000,000. In connection with any partial reduction in the Facility LimitLimit pursuant to this clause (e), the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, for each Fiscal Month shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower 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 (or such smaller number of days as may be approved by the Administrative Agent in its sole discretion). Notwithstanding The Administrative Agent and each Committed Lender (or its Group Agent on its behalf) shall notify the forgoing, any Borrower and the Administrative Agent in writing whether or not such reduction Person is agreeable to such extension (it being understood that the Administrative Agent and the Committed Lenders 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 (or at such smaller number of days as may be approved by the Commitments shall not be effective Administrative Agent in its sole discretion) prior to the extent then current Scheduled Termination Date; provided, however, that if the Administrative Agent or any Committed Lender fails to so notify the Borrower and the Administrative Agent, the Administrative Agent or such Committed Lender, 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 Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders 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 Lenders in connection therewith (including Attorney Costs) shall be paid by the Borrower. In the event any Committed Lender declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Committed Lender’s Group shall be an “Exiting Group” for all purposes of this Agreement.
(h) Provided that no Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event has occurred and is continuing, the Borrower may advise the Administrative Agent and each Group Agent in writing of its desire to modify the Commitment of each Committed Lender for one or more Fiscal Months and the desired effective date thereof (such desired date, the "Seasonal Limit Change Date") by delivering a Seasonal Commitment Change Request in the form attached hereto as Exhibit K to such Persons, provided that (i) such request is delivered not less than ten (10) Business Days prior to the requested Seasonal Limit Change Date, (ii) the requested aggregate change in Commitments for any Fiscal Month is allocated ratably among the Committed Lenders, (iii) the aggregate Commitments for the Lenders for any Period does not (x) exceed $75,000,000 or (y) fall below $30,000,000 and (iv) no more than two Seasonal Commitment Change Requests are delivered during any calendar year. In the event that one or more Committed Lenders are agreeable to such modification, each applicable Group Agent and each applicable Committed Lender shall countersign such Seasonal Commitment Change Request, and so long as the Administrative Agent has received such countersigned signature pages from at least one Committed Lender, the Commitment of each applicable Committed Lender that has returned a countersigned signature page shall be modified for each applicable Fiscal Month to the amount set forth in such Seasonal Commitment Change Request effective upon the Seasonal Limit Change Date; provided, however, that if any Committed Xxxxxx fails to so return a countersigned signature page within ten (10) Business Days of receipt of such request, then such Committed Lender shall be deemed to have declined such modification. On the Seasonal Limit Change Date, pursuant to notification provided by the Administrative Agent to the Lenders, the Lenders shall rebalance Capital among the Lenders such that after giving effect thereto thereto, the sum of (A) Aggregate Capital is distributed ratably among the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Groups based on each Group's Group Commitment.
Appears in 1 contract
Making Loans; Repayment of Loans. (ai) Each Loan hereunder shall be made on at least one (1) Business Day’s Dayby prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no no(x) in the case of a Term SOFR Loan, not later than noon 2:001:00 p.m. (, New York City time) on a, three (3) Business Days before the date of the proposed Borrowing and (y) in the case of a Base Rate Loan or Daily Simple SOFR Loan, not later than 1:00 p.m., New York City time, on the Business Day of the proposed Borrowing (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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that if the Borrower shall wishes to request Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not provide a Reduction Notice, if such prepayment will cause later than 1:00 p.m. five (5) Business Days prior to the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect requested date of such prepaid Capital Borrowing, conversion or continuation, whereupon the Administrative Agent shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written give prompt notice to the Administrative Agent Lenders of such request and each Lender, terminate determine whether the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount requested Interest Period is acceptable to all of $3,000,000 or integral multiples of $1,000,000 in excess thereof, them and no such partial reduction shall reduce the Facility Limit to an amount not less than $100,000,000. In connection with any partial reduction in 1:00 p.m. New York City time, four (4) Business Days before the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result requested date of such reductionBorrowing, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of any such amountsconversion or continuation, the Administrative Agent shall apply such amounts first notify the Borrower whether or not the requested Interest Period has been consented to by all the Lenders and the Administrative Agent. Each Loan Request shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the reduction other, or a continuation of Term SOFR Loans, (B) the requested date of the Aggregate CapitalBorrowing, conversion or continuation, as the case may be (which shall be a Business Day), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; provided that (x) any Loan made on a date other than a Settlement Date shall initially be a Daily Simple SOFR Loan and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including (y) any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments Loan made on a Settlement Date shall not be effective a Daily Simple SOFR Loan except to the extent that after giving effect the Daily Simple SOFR Loan Limit shall be exceeded and such excess shall be a Term SOFR Loan with an Interest Period of one month (unless another tenor shall be selected by the Borrower), (E) if applicable, the duration of the Interest Period with respect thereto the sum of and (AF) the aggregate outstanding Capital location and number of the Borrower’s accounts to which funds are to be disbursed. If the Borrower (i) fails to specify a Type of Loan in a Loan Request, then the applicable Loans shall be made as Daily Simple SOFR Loans, or (ii) fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as, or converted to Loans of the same Type. Any such automatic conversion or continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans and, on each Monthly Settlement Date, the amount of any Lender plus Daily Simple SOFR Loans exceeding the Daily Simple SOFR Loan Limit shall automatically convert to Term SOFR Loans with an Interest Period of one month. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Loan Request, but fail to specify an Interest Period, it will be deemed to have specified an Interest Period of one (B1) month. For the related LC Participant’s Pro Rata Share avoidance of doubt, the LC Participation Amount, would exceed such Lender’s CommitmentBorrower and Lenders acknowledge and agree that any conversion or continuation of an existing Loan shall be deemed to be a continuation of that Loan with a converted interest rate methodology and not a new Loan.
Appears in 1 contract
Samples: Receivables Financing Agreement (Owens & Minor Inc/Va/)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon (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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date. All prepayments made pursuant to this Section 2.02(d) (including prepayments required under Section 4.01), shall first be applied to the principal amount of the Base Rate Loans, then to Daily Simple SOFR Loans and Daily 1M SOFR Loans, then to Term SOFR Loans.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such LenderLxxxxx’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one two (12) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 500,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan RequestLoan, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (together with any associated Breakage Fees and any accrued Interest and Fees in respect of such prepaid Capital) on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BLender; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice(or, if such prepayment will cause less, the Aggregate Capital outstanding Capital, plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued but unpaid Interest and Fees in respect of such prepaid Capital together with any associated Breakage Fees). All prepayments pursuant to this section shall be paid on the immediately following Settlement Date.accompanied by any associated indemnity payments due under Section 5.02.
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,0001,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced. All prepayments pursuant to this section shall be accompanied by any associated indemnity payments due under Section 5.02.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of each Lender such that its Capital will not exceed in excess of its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower may from time to time advise the Administrative Agent, the LC Bank and each Lender 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. Notwithstanding The Administrative Agent, the forgoingLC Bank and each Lender shall notify the Borrower 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 any Lender may accept or decline such reduction of the Commitments shall a request in their sole discretion and on such terms as they may elect) not be effective less than thirty (30) days prior to the extent then current Scheduled Termination Date; provided, however, that after giving effect thereto if the sum of (A) Administrative Agent, the aggregate outstanding Capital of LC Bank or any Lender plus (B) fails to so notify the related LC Participant’s Pro Rata Share of Borrower and the Administrative Agent, the Administrative Agent, the LC Participation Amount, would exceed Bank or such Lender’s Commitment., 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 Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent, the LC Bank and the applicable Lenders shall enter into such documents as the Administrative Agent, the LC Bank and the applicable Lenders may deem necessary or appropriate to effect such extension, and all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the LC Bank and the applicable Lenders in connection therewith (including Attorney Costs) shall be paid by the Borrower. In the event any Lender declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Lender shall be an “Exiting Lender” for all purposes of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (Alliance Resource Partners Lp)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the a Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 applicable Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the applicable Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the applicable Borrower in connection with any Loan hereunder).
(d) The Borrower Borrowers shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower Borrowers shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the each Borrower, in its sole discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that (ii) the Borrower Borrowers shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Amount to at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of the portion(s) of Capital so reduced shall be paid in full on the immediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower Borrowers may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower Borrowers shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender at such time and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations Obligations, including any associated Breakage Fees, with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) So long as no Event of Default has occurred and is continuing, upon notice to the Administrative Agent and each Lender, the Borrowers may from time to time request an increase in the Commitment with respect to one or more Lenders, at any time following the Closing Date and prior to the Termination Date, such aggregate increase in such Lenders’ Commitments to be an amount (for all such requests or additions) not exceeding $125,000,000; provided, that each request for an increase shall be in a minimum amount of $10,000,000. Notwithstanding At the forgoingtime of sending such notice with respect to any Lender, the Borrowers (in consultation with the Administrative Agent and the Lenders) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrowers’ 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 and the Lenders). In respect of any Lender, each of such Lender being asked to increase its Commitment and the Administrative Agent shall notify the Borrowers and the Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Xxxxxx’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Xxxxxx’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment and the Administrative Agent shall be required in order to approve any such reduction request. If the Commitment of any Lender is increased in accordance with this clause (g), the Commitments Administrative Agent, the Lenders, the Borrowers and the Servicer shall not be determine the effective date with respect to such increase and shall enter into or otherwise provide such documents as agreed to by such parties to document such increase and the extent corresponding increase in the Facility Limit and, if applicable, rebalance Capital among the Lenders such that after giving effect thereto the sum of (A) thereto, the aggregate outstanding Capital of the Lenders is distributed ratably among the Lenders; it being understood and agreed that the Administrative Agent or any Lender plus increasing its Commitment pursuant to this clause (Bg) may request any of (x) resolutions approving or consenting to such Commitment increase and authorizing the related LC Participant’s Pro Rata Share execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the LC Participation AmountBorrowers and (z) such other documents, would exceed agreements and opinions reasonably requested by such Lender or the Administrative Agent.
(h) Provided that no Event of Default has occurred and is continuing, the Borrowers may from time to time advise the Administrative Agent and each Lender 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 Lender shall notify the Borrowers 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 Lenders 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 Lender fails to so notify the Borrowers and the Administrative Agent, the Administrative Agent or such Lender’s Commitment, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Lenders have so notified the Borrowers and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent and the applicable Lenders shall enter into such documents as the Administrative Agent and the applicable Lenders may deem necessary or appropriate to effect such extension, and all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and the applicable Lenders in connection therewith (including reasonable and documented Attorney Costs) shall be paid by the Borrowers. In the event any Lender declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Lender shall be an “Exiting Lender” for all purposes of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (Lamar Media Corp/De)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender (other than a Committed Lender in its Group) to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof100,000; provided, however that the Borrower shall not provide a Reduction Noticehowever, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time or the outstanding Capital of the Lenders to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date; provided, further, that the Borrower shall not provide any Reduction Notice, and no such Reduction Notice shall be effective, if after giving effect thereto, the Aggregate Capital at such time would be less than the Minimum Funding Threshold.
(e) The Borrower may, at any time upon at least thirty three (303) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding .
(g) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, with the forgoing, any such reduction prior written consent of the Commitments shall not be effective Administrative Agent, each Group Agent and upon prior notice to the extent Lenders, the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date up to an aggregate amount of $350,000,000 in such Lenders’ Commitments and the Commitments of all such additional Lenders; provided, that after giving effect thereto each request for an increase and addition shall be in a minimum amount of $10,000,000. At the sum time of sending such notice with respect to any Lender, the Borrower (Ain consultation with the Administrative Agent) shall specify the aggregate outstanding Capital time period within which such Lenders and the Group Agents are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of any delivery of such notice to the Lenders). Each Lender plus being asked to increase its Commitment (Bor its Group Agent on its behalf) and the related LC Participant’s Pro Rata Share of Administrative Agent shall notify the LC Participation AmountBorrower within the applicable time period whether or not such Person agrees, would exceed in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender (or its Group Agent on its behalf) then being asked to increase its Commitment (or an additional Lender) and the Administrative Agent shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender (or its Group Agent on its behalf) and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) (or its Group Agent on its behalf) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender (or its Group Agent on its behalf) or the Administrative Agent.
(h) The Borrower hereby covenants and agrees from time to time to request Loans pursuant to Section 2.02(a) in amounts and at such times such that the Aggregate Capital at all times is no less than the Minimum Funding Threshold at such time; it being understood and agreed that each Credit Extension pursuant to this Agreement is subject to the applicable conditions set forth in Article V and the other conditions set forth in this Article II.
Appears in 1 contract
Making Loans; Repayment of Loans. (a) Each Loan hereunder Loans shall be made on at least one in an aggregate minimum amount of the lesser of (1A) Business Day’s prior written request from $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (B) in the case of Revolving A Loans, the unused Revolving A Commitment and, in the case of Revolving B Loans, the unused Revolving B Commitment. Loans may only be requested in U.S. Dollars and the Lenders are only obligated to fund Loans in U.S. Dollars. For the avoidance of doubt, no Loans may be requested in, nor shall any Loan be funded in, an Alternative Currency.
(b) Whenever the Borrower desires that Lenders make Loans, the Borrower shall deliver to the Administrative Agent and each Lender in the form of a fully executed Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 10:00 a.m. (New York City time) at least three (3) Business Days in advance of the proposed Loan.
(c) Notice of receipt of each Loan Request in respect of any Loan, together with the amount of each Lender’s Percentage thereof, if any, shall be provided by the Administrative Agent to each applicable Lender by email or facsimile with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 10:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on a Business Day the same day as the Administrative Agent’s receipt of such Loan Request from Borrower.
(it being understood that any such request made after such time d) Each Lender shall be deemed to have been made on the following Business Day) and shall specify (i) make the amount of its Loan, if any, available to the Loan(s) requested (which shall Administrative Agent not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 12:00 p.m. (New York City time) on the date of each Loan specified in the applicable Loan RequestCredit Extension by wire transfer of same day funds in U.S. Dollars, to the Lenders shallAdministrative Agent’s Account. Except as provided herein, upon satisfaction or waiver of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth precedent specified in this Article IIII or Article VI, the Administrative Agent shall make the proceeds of such Loans available to the Borrower in on date of the applicable Credit Extension by causing an amount of same day funds an aggregate amount in U.S. Dollars equal to the amount proceeds of all such Loans requested, at received by Administrative Agent from the Lenders to be credited to the account set forth in the related Loan Request.
(ce) Each Lender’s obligation The initial Loan Request hereunder (x) shall be severalin an amount equaling or exceeding the aggregate of the Revolving A Minimum Funding Amount plus the Revolving B Minimum Funding Amount and (y) notwithstanding Section 2.02(a) hereof, such may be delivered on the Closing Date. All Loans shall be funded as follows:
(i) first, solely to the extent that the failure aggregate principal amount of the Revolving B Loans is less than the Revolving B Minimum Funding Amount, by the Revolving B Lenders ratably (based on Percentages) making Revolving B Loans to the Borrower in an amount sufficient to cause the aggregate principal amount of the Revolving B Loans to equal the Revolving B Minimum Funding Amount;
(ii) second, solely to the extent that the Revolving A Commitment Termination Date has not occurred, by the Revolving A Lenders ratably (based on Percentages) making Revolving A Loans until the aggregate principal amount of the Revolving A Loans plus the Revolving A LC Participation Amount equals the Revolving A Commitment;
(iii) third, by the Revolving B Lenders ratably (based on Percentages) making Revolving B Loans until the aggregate principal amount of the Revolving B Loans equals the Revolving B Commitment.
(f) Unless the Administrative Agent shall have been notified by any Lender prior to the date of the applicable Credit Extension that such Lender does not intend to make available to the Borrower any funds in connection with any Administrative Agent the amount of such Lender’s Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available requested on the date of such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior theretoCredit Extension, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date and each Lender the Administrative Agent may, in the form of a Reduction Notice attached hereto as Exhibit B; providedits sole discretion, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower but shall not provide be obligated to, make available to Borrower a Reduction Notice, if corresponding amount on such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be date. If such corresponding amount is not in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice fact made available to the Administrative Agent and each by such Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 be entitled to recover such amounts first corresponding amount on demand from such Lender together with interest thereon, for each day from the date of such Credit Extension until the date such amount is paid to the reduction Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Aggregate CapitalBase Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and second the Borrower shall immediately pay such corresponding amount to the payment Administrative Agent together with interest thereon, for each day from the date of such Credit Extension until the remaining outstanding Borrower Obligations with respect to date such reduction, including any Breakage Fees, by paying such amounts amount is paid to the LendersAdministrative Agent, at the Base Rate. Notwithstanding Nothing in this Section 2.02(f) shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the forgoing, Borrower may have against any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital Lender as a result of any default by such Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitmenthereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Exela Technologies, Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan RequestLoan, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to in accordance with the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, any obligation hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).Committed Lender
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, shall on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise 3.01 in accordance therewithwith such Section. Without limiting the foregoing, on each Settlement Date the Borrower shall be obligated (without regard to the amount of Collections then available) to prepay the Capital of the Lenders to the extent necessary to cause no Borrowing Base Deficit (determined using the Borrowing Base calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Borrowing Base” is zero) to exist. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (together with any accrued Interest and Fees in respect of such prepaid Capital): (i) on any Business Day upon one two (12) Business Day’s Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BGroup Agent; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; providedor (ii) within the same Business Day if requested by 10:00 a.m. (New York City time), however that or on the Borrower shall not provide a Reduction Noticefollowing Business Day if requested after such time, if such prepayment will cause and without any minimum amount requirement, for the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce purpose of curing any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement DateDeficit.
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ days prior written notice to the Administrative Agent and each LenderGroup 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 repayment of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 2,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof100,000, 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 $100,000,00075,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of the Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced and Group following such reduction, (B) pay all accrued Interest 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 outstanding non-contingent Borrower Obligations with respect then due and owing by the Borrower, the portion of the amount of such Borrower Obligations described in clause (D) above equal to such reduction (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 Borrower 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 Aggregate outstanding Capital, and second to the payment of the any remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than one million dollars ($1,000,000 1,000,000) and shall be an integral multiple of one hundred thousand dollars ($100,000 in excess thereof100,000)), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender (other than a Committed Lender in its Group) to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of one hundred thousand dollars ($100,000 100,000) and shall be an integral multiple of one hundred thousand dollars ($100,000 in excess thereof100,000); provided, however that the Borrower shall not provide a Reduction Noticehowever, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time or the outstanding Capital of the Lenders to zerozero ($0), and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date; provided, further, that the Borrower shall not provide any Reduction Notice, and no such Reduction Notice shall be effective, if after giving effect thereto, the Aggregate Capital at such time would be less than the Minimum Funding Threshold.
(e) The Borrower may, at any time upon at least thirty (30) calendar days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of five million dollars ($3,000,000 5,000,000) or integral multiples of one million dollars ($1,000,000 1,000,000) in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than one hundred million dollars ($100,000,000). In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding .
(g) The Borrower hereby covenants and agrees from time to time to request Loans pursuant to Section 2.02(a) in amounts and at such times such that the forgoing, any Aggregate Capital at all times is no less than the Minimum Funding Threshold at such reduction of the Commitments shall not be effective time; it being understood and agreed that each Credit Extension pursuant to this Agreement is subject to the extent that after giving effect thereto applicable conditions set forth in Article V and the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitmentother conditions set forth in this Article II.
Appears in 1 contract
Samples: Receivables Financing Agreement (Applied Industrial Technologies Inc)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s Day prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 3:00 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 Loan(s) requested (which shall not be less than $1,000,000 500,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital Principal of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital Principal of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital Principal of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (iiiii) any accrued Interest and Fees in respect of such prepaid Capital Principal shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty ten (3010) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00025,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reducedreduced and, in connection with the termination in whole of the Facility Limit, the Commitment of each Lender shall be terminated in whole.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital Principal of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate CapitalPrincipal, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Covia Holdings Corp)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior the written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each A; provided that, at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Lender hereunder, if the Borrower 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 service implemented by the Administrative Agent), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrative Agent. Otherwise, each such request for a Loan shall be made no later than noon (New York City time) 12:00 p.m. Eastern Time on a Business Day the proposed date of such Loan (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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders (ratably in accordance with their respective Commitments) shall, upon satisfaction of the applicable conditions set forth in Article VI Section 5.02 and pursuant to the other conditions set forth in this Article IIherein, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans Loan requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital Principal, together with all accrued and unpaid Interest, Fees and other Borrower Obligations, of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital Principal of the Lenders to the extent required to eliminate any Borrowing Base Deficit and as otherwise required under Section 4.01 and otherwise in accordance therewith3.01. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital Principal of the Lenders (i) at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Lender hereunder, and to the extent the Borrower 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 Day, or (ii) upon one same-day written notice no later than 12:00 p.m. Eastern Time on the proposed date of such prepayment (1) it being understood that any such request made after such time shall be deemed to have been made on the following Business Day’s prior written notice thereof ) to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided100,000, however that (ii) the Borrower shall not provide a any Reduction Notice, if Notice and (iii) any accrued Interest and Fees in respect of such prepayment will cause prepaid Principal shall be paid on the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Thresholdimmediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced. If the Facility Limit is terminated in whole, the Commitment of each Lender shall be reduced to zero.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital Principal of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Feesindemnity payments due under Section 4.02. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the Aggregate Capitaloutstanding Principal, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Feesassociated indemnity payments due under Section 4.02, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior the written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan 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 Group Agent hereunder, if the Borrower 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 service implemented by the Administrative Agent), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrative Agent. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to Section 2.02(a), notify each Group Agent of its receipt of such Loan Request specifying the information provided by the Borrower and the apportionment among the Groups (New York City timewhich shall be ratable based on the Group Commitments) on of the requested Loan. On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Termination Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (i) at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Group Agent hereunder, and to the extent the Borrower 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 one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BD; provided that, each such notice shall be made no later than 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 provided, howeverfurther, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided100,000, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date, and (iii) it shall be condition precedent to any such reduction in Capital 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 less than an amount equal to the applicable Minimum Funding Threshold.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender(any such notice a “Facility Limit Reduction Notice”), terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof1,000,000, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of the Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Exact Sciences Corp)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one two (12) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 10,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each LenderCommitted Xxxxxx’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01(a) and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its sole discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 10,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold100,000; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty ten (3010) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 10,000,000 or integral multiples of $1,000,000 100,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit for any Period to an amount less than $100,000,000200,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, for each Period shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event has occurred and is continuing, the Borrower 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. Notwithstanding The Administrative Agent and each Committed Lender (or its Group Agent on its behalf) shall notify the forgoingBorrower 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 Lenders 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 Lender fails to so notify the Borrower and the Administrative Agent, the Administrative Agent or such reduction Committed Lender, 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 Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders 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 Lenders in connection therewith (including Attorney Costs) shall be paid by the Borrower. In the event any Committed Lender declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Committed Lender’s Group shall be an “Exiting Group” for all purposes of this Agreement.
(h) Provided that no Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event has occurred and is continuing, the Borrower may advise the Administrative Agent and each Group Agent in writing of its desire to increasemodify the Commitment of each Committed Lender for one or more Periods and the desired effective date thereof (such desired date, the "FacilitySeasonal Limit IncreaseChange Date") by delivering a Seasonal Commitment IncreaseChange Request in the form attached hereto as Exhibit L (without any modifications to the Commitments shall set forth on Schedule I thereto) to such Persons, provided that (i) such request is delivered not be effective less than ten (10) daysBusiness Days prior to the extent requested FacilitySeasonal Limit IncreaseChange Date, (ii) the requested Facility Limit Increase Date is no later than September 30, 2022 and (iii) in connection with such request, the Borrower shall cause to be delivered to the Administrative Agent on or prior to the Facility Limit Increase Date, one or more opinions from external counsel, in form and substance reasonably satisfactory to the Administrative Agent, as to no conflicts with material agreements (a "No-Conflict Opinion")aggregate change in Commitments for any Period is allocated ratably among the Committed Lenders, (iii) the aggregate Commitments for the Lenders for any Period does not (x) exceed $1,500,000,000 or (y) fall below $1,000,000,000 and (iv) no more than two Seasonal Commitment Change Requests are delivered during any one-year period, commencing with the Eighth Amendment Date. In the event that one or more Committed Lenders are agreeable to such increasemodification, each applicable Group Agent and each applicable Committed Lender shall countersign such Seasonal Commitment IncreaseChange Request, and so long as the Administrative Agent has received such countersigned signature pages from at least one Committed Lender and a No-Conflict Opinion in form and substance reasonably satisfactory to the Administrative Agent, the Commitment of each applicable Committed Lender that has returned a countersigned signature page shall be increasedmodified for each applicable Period to the amount set forth in such Seasonal Commitment IncreaseChange Request effective upon the FacilitySeasonal Limit IncreaseChange Date; provided, however, that if any Committed Lender fails to so return a countersigned signature page within ten (10) daysBusiness Days of receipt of such request, then such Committed Lender shall be deemed to have declined such increasemodification. On the FacilitySeasonal Limit IncreaseChange Date, (i) pursuant to notification provided by the Administrative Agent to the Lenders, the Lenders shall rebalance Capital among the Lenders such that after giving effect thereto thereto, the sum of Aggregate Capital is distributed ratably among the Groups based on each Group's Group Commitment and (Aii) the aggregate outstanding Capital of any Lender plus (B) Borrower shall pay each Group Agent the related LC Participant’s Pro Rata Share of applicable "Increase Fee" as set forth in the LC Participation Amount, would exceed such Lender’s CommitmentFee Letter.
Appears in 1 contract
Samples: Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(ba) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(cb) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender (other than a Committed Lender in its Group) to make funds available to the Borrower in connection with any Loan hereunder).
(dc) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof100,000; provided, however that the Borrower shall not provide a Reduction Noticehowever, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time or the outstanding Capital of the Lenders to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date; provided, further, that the Borrower shall not provide any Reduction Notice, and no such Reduction Notice shall be effective, if after giving effect thereto, the Aggregate Capital at such time would be less than the Minimum Funding Threshold.
(ed) The Borrower may, at any time upon at least thirty three (303) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(fe) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding .
(f) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, with the forgoingprior written consent of the Administrative Agent, each Group Agent and upon prior notice to the Lenders, the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such reduction of increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall not be effective in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Group Agents are requested to respond to the extent that after giving effect thereto Borrower’s request (which shall in no event be less than ten (10) Business Days from the sum date of delivery of such notice to the Lenders). Each Lender being asked to increase its Commitment (Aor its Group Agent on its behalf) and the aggregate outstanding Capital of any Lender plus (B) Administrative Agent shall notify the related LC Participant’s Pro Rata Share of Borrower within the LC Participation Amountapplicable time period whether or not such Person agrees, would exceed in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender (or its Group Agent on its behalf) then being asked to increase its Commitment (or an additional Lender) and the Administrative Agent shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender (or its Group Agent on its behalf) and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) (or its Group Agent on its behalf) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender (or its Group Agent on its behalf) or the Administrative Agent.
(g) The Borrower hereby covenants and agrees from time to time to request Loans pursuant to Section 2.02(a) in amounts and at such times such that the Aggregate Capital at all times is no less than the Minimum Funding Threshold at such time; it being understood and agreed that each Credit Extension pursuant to this Agreement is subject to the applicable conditions set forth in Article V and the other conditions set forth in this Article II.
Appears in 1 contract
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one three (13) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01(a) and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its sole discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 500,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold100,000; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty ten (3010) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 1,000,000 or integral multiples of $1,000,000 100,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00015,000,00030,000,000 . In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower 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 (or such smaller number of days as may be approved by the Administrative Agent in its sole discretion). Notwithstanding The Administrative Agent and each Committed Lender (or its Group Agent on its behalf) shall notify the forgoing, any Borrower and the Administrative Agent in writing whether or not such reduction Person is agreeable to such extension (it being understood that the Administrative Agent and the Committed Lenders 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 (or at such smaller number of days as may be approved by the Commitments shall not be effective Administrative Agent in its sole discretion) prior to the extent then current Scheduled Termination Date; provided, however, that after giving if the Administrative Agent or any Committed Lender fails to so notify the Borrower and the Administrative Agent, the Administrative Agent or such Committed Lender, 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 Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders shall enter into such documents as the Administrative Agent, the applicable Group Agents and the applicable Committed Lenders may deem necessary or appropriate to effect thereto such extension, and all reasonable out-of-pocket costs and expenses incurred by the sum of Administrative Agent, the applicable Group Agents and the applicable Committed Lenders in connection therewith (Aincluding Attorney Costs) shall be paid by the aggregate outstanding Capital of Borrower. In the event any Committed Lender plus (B) declines such request to extend the related LC Participant’s Pro Rata Share of the LC Participation AmountScheduled Termination Date or is deemed to have declined such extension, would exceed such Committed Lender’s CommitmentGroup shall be an “Exiting Group” for all purposes of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (TGPX Holdings I LLC)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan RequestLoan, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to in accordance with the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, any obligation hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, shall on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise 3.01 in accordance therewithwith such Section. Without limiting the foregoing, on each Settlement Date the Borrower shall be obligated (without regard to the amount of Collections then available) to prepay the Capital of the Lenders to the extent necessary to cause no Borrowing Base Deficit (determined using the Borrowing Base calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Borrowing Base” is zero) to exist. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (together with any accrued Interest and Fees in respect of such prepaid Capital): (i) on any Business Day upon one two (12) Business Day’s Days’ prior written notice (each, a “Reduction Notice”) thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BGroup Agent; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; providedor (ii) within the same Business Day if requested by 10:00 a.m. (New York City time), however that or on the Borrower shall not provide a Reduction Noticefollowing Business Day if requested after such time, if such prepayment will cause and without any minimum amount requirement, for the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce purpose of curing any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement DateDeficit.
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ days prior written notice to the Administrative Agent and each LenderGroup 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 repayment of the Aggregate Capital pursuant to clause (f) below). Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 2,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof100,000, 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 $100,000,00075,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of the Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced and Group following such reduction, (B) pay all accrued Interest 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 outstanding non-contingent Borrower Obligations with respect then due and owing by the Borrower, the portion of the amount of such Borrower Obligations described in clause (D) above equal to such reduction (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 Borrower 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 Aggregate outstanding Capital, and second to the payment of the any remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on a Business Day at least one (1) Business Day’s the prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan 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 Lender hereunder, if the Borrower enters into a separate written agreement with the Administrative Agent regarding the Administrative Agent’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrative Agent), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrative Agent. Each such request for a Loan shall be made no later than noon 12:00 p.m. (New York City time) (i) with respect to a Loan in an amount that is less than or equal to fifty million dollars ($50,000,000), on the proposed date of such Loan and (ii) with respect to a Loan in an amount that is greater than fifty million dollars ($50,000,000), on the Business Day immediately preceding the proposed date of such Loan (it being understood that that, in each case, any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (iA) the amount of the Loan(s) requested (which shall not be less than one hundred thousand dollars ($1,000,000 100,000) and shall be an integral multiple of one hundred thousand dollars ($100,000 in excess thereof100,000)), (iiB) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iiiC) the account to which the proceeds of such Loan shall be distributed and (ivD) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders Lender 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital Principal of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital Principal of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital Principal of the Lenders (i) at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Lender hereunder, and to the extent the Borrower has entered into a separate written agreement with the Administrative Agent regarding the 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 Day, or (ii) upon one same-day written notice delivered by the Borrower no later than 1:00 p.m. (1New York City time) on the proposed date of such prepayment (it being understood that any such notice made after such time shall be deemed to have been made on the following Business Day’s prior written notice thereof ) to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of one hundred thousand dollars ($100,000 100,000) and shall be an integral multiple of one hundred thousand dollars ($100,000 in excess thereof; provided100,000), however that (ii) the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Amount to Principal at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of such prepaid Principal shall be paid on the immediately following Settlement Date; provided, however however, that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time or the outstanding Principal of the Lender to zero, and zero (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date$0).
(e) The Borrower may, at any time upon at least (i) thirty (30) calendar days’ prior written notice in case of a termination in whole and (ii) ten (10) calendar days’ prior written notice in case of a termination in part, in either case, to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of five million dollars ($3,000,000 5,000,000) or integral multiples of five million dollars ($1,000,000 5,000,000) in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than fifty million dollars ($100,000,00050,000,000). In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital Principal of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capitaloutstanding Principal, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. A-1, provided that, at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Group Agent hereunder, if the Borrower enters into a separate written agreement with the Administrative Agent regarding the Administrative Agent’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrative Agent), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrative Agent. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each LenderCommitted Xxxxxx’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (i) at any time when PNC (or an Affiliate thereof) is both the Administrative Agent and the sole Group Agent hereunder, and to the extent the Borrower has entered into a separate written agreement with the Administrative Agent regarding the 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 one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit BD; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty five (305) daysBusiness Days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof1,000,000, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, Participant shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of the Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (DCP Midstream, LP)
Making Loans; Repayment of Loans. (a) Each Loan hereunder (x) to be denominated in Dollars or Canadian Dollars and bearing Interest at a rate based on LMIR shall be made on the day of a written request (or on any later date specified in that request) from the Borrower to the Administrative Agent and each Lender and (y) to be denominated in Dollars or Canadian Dollars and bearing Interest at a rate based on Adjusted LIBOR or to be denominated in GBP shall be made on at least one two (12) Business Day’s Days’ prior written request from the Borrower to the Administrative Agent and each Lender Lender, in each case, in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which which, unless comprising the entire unused portion of the Commitments, shall not be less than $1,000,000 and shall be in an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and distributed, (iv) the date such requested Loan is to be made (which shall be a Business Day), (v) the currency of such Loan, (vi) the type of Interest Rate requested for such Loan (subject to the provisions of the definition Euro-Rate) and (vii) if applicable, the Tranche Period of such Loan. If the Borrower fails to specify a currency in a Loan Request, then the Loan so requested shall be made in Dollars.
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan RequestLoan, the Lenders 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 Borrower in same day funds (in the currency requested) an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders (together with any associated Breakage Fees and any accrued Interest and Fees in respect of such prepaid Capital) on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of (a Reduction Notice attached hereto as Exhibit B“Prepayment Notice”); provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof1,000,000 (or, if less, the outstanding Capital, plus accrued but unpaid Interest and Fees together with any associated Breakage Fees); provided, however further, that (subject to Section 2.02(i)) the Borrower shall not provide a Reduction any such Prepayment Notice, and no such Prepayment Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Amount to at such time would be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing Threshold at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Datetime.
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or 5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof1,000,000, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of each Lender such that its Capital will not exceed in excess of its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower may from time to time advise the Administrative Agent, the LC Bank and each Lender in writing of its desire to extend the Scheduled Termination Date for an additional period, provided that such request is made not less than ninety (90) days prior to, the then current Scheduled Termination Date. Notwithstanding The Administrative Agent, the forgoingLC Bank and each Lender shall notify the Borrower and the Administrative Agent in writing whether or not such Person is agreeable to such extension (it being understood that the Administrative Agent, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of LC Bank and any Lender plus may accept or decline such a request in their sole discretion and on such terms as they may elect) not more than forty-five (B45) days after the related LC Participant’s Pro Rata Share of date which PNC receives such request; provided, however, that if the Administrative Agent, the LC Participation AmountBank or any Lender fails to so notify the Borrower and the Administrative Agent, would exceed the Administrative Agent, the LC Bank or such Lender’s Commitment, 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 Lenders have so notified the Borrower and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent, the LC Bank and the applicable Lenders shall enter into such documents as the Administrative Agent, the LC Bank and the applicable Lenders may deem necessary or appropriate to effect such extension, and all out-of-pocket costs and reasonable expenses incurred by the Administrative Agent, the LC Bank and the applicable Lenders in connection therewith (including Attorney Costs) shall be paid by the Borrower. In the event any Lender declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Lender shall be an “Exiting Lender” for all purposes of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (Volt Information Sciences, Inc.)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s Day prior written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital Loan Amount of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital Loan Amounts of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital Loan Amounts of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BE; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral or any higher multiple of $100,000 in excess thereof; provided, however that (ii) the Borrower shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Loan Amount to at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of such prepaid Loan Amounts shall be paid on the immediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00035,000,000. In connection 31 with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital Loan Amount of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capitaloutstanding Loan Amounts, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Compass Minerals International Inc)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan RequestLoan, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit BH; provided, however, that (i) each such partial prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower may, at any time upon at least thirty fifteen (3015) days’ prior written notice to the Administrative Agent and each LenderGroup Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00025,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of Lenders in each Lender Group in excess of the Group Commitment of such that its Capital will not exceed its Commitment as so reduced Group and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate outstanding Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Foresight Energy LP)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior the written request from the Borrower to the Administrative Agent Administrator and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each A; provided that, at any time when PNC (or an Affiliate thereof) is both the Administrator and the sole Lender hereunder, if the Borrower enters into a separate written agreement with the Administrator regarding Administrator’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrator), then any request for a Loan made using such service shall constitute a Loan Request, and each Loan made pursuant to such service shall be made on the date such Loan Request is received by the Administrator. Otherwise, each such request for a Loan shall be made no later than noon 1:00 p.m. (New York City time) on a Business Day the proposed date of such Loan (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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).. 749336112 22708133
(ba) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(ca) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(db) The Borrower shall repay in full the outstanding Capital Principal of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital Principal of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital Principal of the Lenders (i) at any time when PNC (or an Affiliate thereof) is both the Administrator and the sole Lender hereunder, and to the extent the Borrower has entered into a separate written agreement with the Administrator regarding Administrator’s PINACLE® auto-advance service (or any similar or replacement electronic loan administration service implemented by the Administrator) pursuant to Section 2.02(a) hereof, on any Business Day Day, or (ii) upon one same-day written notice no later than 1:00 p.m. (1New York City time) on the proposed date of such prepayment (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day’s prior written notice thereof ) to the Administrative Agent Administrator and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 500,000 and shall be an integral multiple of $100,000 and (ii) any accrued Interest and Fees in excess thereof; provided, however that respect of such prepaid Principal shall be paid on the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Thresholdimmediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(ec) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent Administrator and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.. 749336112 22708133
(fd) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent Administrator (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital Principal of each Lender then outstanding in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent Administrator reasonably determines that any portion of the outstanding Borrower 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 Administrator shall apply such amounts first to the reduction of the Aggregate Capitaloutstanding Principal, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.
Appears in 1 contract
Samples: Receivables Financing Agreement (Worthington Industries Inc)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the a Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which shall not be less than $1,000,000 100,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders 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 applicable Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the applicable Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the applicable Borrower in connection with any Loan hereunder).
(d) The Borrower Borrowers shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower Borrowers shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the each Borrower, in its sole discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one two (12) Business Day’s Days’ prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that (ii) the Borrower Borrowers shall not provide a any Reduction Notice, and no such Reduction Notice shall be effective, if such prepayment will cause after giving effect thereto, the Aggregate Capital plus the Adjusted LC Participation Amount to at such time would be less than an amount equal to the Minimum Funding ThresholdThreshold and (iii) any accrued Interest and Fees in respect of the portion(s) of Capital so reduced shall be paid in full on the immediately following Settlement Date; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.
(e) The Borrower Borrowers may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,00050,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower Borrowers shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) repay the Capital of each Lender in excess of the Commitment of such that its Capital will not exceed its Commitment as so reduced Lender at such time and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations Obligations, including any associated Breakage Fees, with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.
(g) So long as no Event of Default has occurred and is continuing, upon notice to the Administrative Agent and each Lender, the Borrowers may from time to time request an increase in the Commitment with respect to one or more Lenders, at any time following the Closing Date and prior to the Termination Date, such aggregate increase in such Lenders’ Commitments to be an amount (for all such requests or additions) not exceeding $125,000,000; provided, that each request for an increase shall be in a minimum amount of $10,000,000. Notwithstanding At the forgoingtime of sending such notice with respect to any Lender, the Borrowers (in consultation with the Administrative Agent and the Lenders) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrowers’ 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 and the Lenders). In respect of any Lender, each of such Lender being asked to increase its Commitment and the Administrative Agent shall notify the Borrowers and the Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment and the Administrative Agent shall be required in order to approve any such reduction request. If the Commitment of any Lender is increased in accordance with this clause (g), the Commitments Administrative Agent, the Lenders, the Borrowers and the Servicer shall not be determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase and the extent corresponding increase in the Facility Limit and, if applicable, rebalance Capital among the Lenders such that after giving effect thereto the sum of (A) thereto, the aggregate outstanding Capital of the Lenders is distributed ratably among the Lenders; it being understood and agreed that the Administrative Agent or any Lender plus increasing its Commitment pursuant to this clause (Bg) may request any of (x) resolutions approving or consenting to such Commitment increase and authorizing the related LC Participant’s Pro Rata Share execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the LC Participation AmountBorrowers and (z) such other documents, would exceed agreements and opinions reasonably requested by such Lender or the Administrative Agent.
(h) Provided that no Event of Default has occurred and is continuing, the Borrowers may from time to time advise the Administrative Agent and each Lender 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 Lender shall notify the Borrowers 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 Lenders 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 Lender fails to so notify the Borrowers and the Administrative Agent, the Administrative Agent or such Lender’s Commitment, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Lenders have so notified the Borrowers and the Administrative Agent in writing that they are agreeable to such extension, the Borrower, the Servicer, the Administrative Agent and the applicable Lenders shall enter into such documents as the Administrative Agent and the applicable Lenders may deem necessary or appropriate to effect such extension, and all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and the applicable Lenders in connection therewith (including reasonable and documented Attorney Costs) shall be paid by the Borrowers. In the event any Lender declines such request to extend the Scheduled Termination Date or is deemed to have declined such extension, such Lender shall be an “Exiting Lender” for all purposes of this Agreement.
Appears in 1 contract
Samples: Receivables Financing Agreement (Lamar Media Corp/De)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior the written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon (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 Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).form
(b) No later than 2:30 p.m. (New York City time) on On the requested date of each Loan specified in the applicable Loan RequestLoan, the Lenders 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 Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Aggregate Capital and the Adjusted LC Amount, together with all accrued and unpaid Interest, Fees and other Borrower Obligations, of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Aggregate Capital of the Lenders to the extent required to eliminate any Borrowing Base Deficit and as otherwise required under Section 4.01 and otherwise in accordance therewith4.01. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Aggregate Capital of (i) at any time when PNC (or an Affiliate thereof) is both the Lenders Administrative Agent and the sole Lender hereunder, and to the extent the Borrower 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 Day, or (ii) upon one same-day written notice no later than 12:00 p.m. Eastern Time on the proposed date of such prepayment (1) it being understood that any such notice made after such time shall be deemed to have been made on the following Business Day’s prior written notice thereof ) to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit BLender; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date100,000.
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $3,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (Aa) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.Bank and each Lender in
Appears in 1 contract
Samples: Receivables Financing Agreement (Davey Tree Expert Co)
Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior written request from the Borrower to the Administrative Agent and each Lender Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than noon 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 Loan(s) requested (which amount shall be denominated in U.S. Dollars and not be less than $1,000,000 and shall be an integral multiple of $100,000 in excess thereof100,000), (ii) the allocation of such amount among the Lenders Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).
(b) No later than 2:30 p.m. (New York City time) on On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI V and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.
(c) Each LenderCommitted Xxxxxx’s obligation shall be several, such that the failure of any Committed Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Committed Lender shall be responsible for the failure of any other Committed Lender to make funds available to the Borrower in connection with any Loan hereunder).
(d) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 3.01 and otherwise in accordance therewithwith such Section 3.01 (subject to the priorities for payment set forth therein) by paying the amount of such prepayment to the Administrative Agent for distribution to the Lenders in accordance with Section 3.02. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in partpart by payment in accordance with Section 3.02, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrative Agent and each Lender Group Agent in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 1,000,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice, if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold100,000; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees and any associated Breakage Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date (to the extent such prepayment date is not a Settlement Date).
(e) The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, may terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction , at any time upon at least (i) fifteen (15) days’ prior written notice in the Facility Limit shall be case of a termination in a minimum aggregate amount of $3,000,000 whole or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $100,000,000. In connection with any partial reduction (ii) ten (10) days’ prior written notice in the Facility Limitcase of a termination in part, the Commitment of each Lender and LC Participantin either case, as well as the LC Limit, shall be ratably reduced.
(f) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower 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 Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed such Lender’s Commitment.Group 760715600 23750643
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Samples: Receivables Financing Agreement (Agiliti, Inc. \De)
