Making Loans; Repayment of Loans. (a) Loans shall be made in an aggregate minimum amount of the lesser of (x) $1,000,000 and integral multiples of $100,000 in excess of that amount and (y) and the unused Commitment. Loans may only be requested in U.S. Dollars and the Lenders are only obligated to fund Loans in U.S. Dollars. (b) Whenever the Borrower desires that Lenders make Loans, the Borrower shall deliver to the Administrative Agent, the Paying Agent, the Backup Servicer and each Lender a fully executed Loan Request no later than 11:00 a.m. (New York City time) at least three (3) Business Days in advance of the proposed Loan; provided, however, that in the case of any request for a Loan (other than the first Loan to be made on or after the Closing Date) greater than or equal to $40,000,000, the Borrower shall be required to request such Credit Extension not later than 11:00 a.m. (New York City time) four (4) Business Days prior to the requested Borrowing Date. Unless the Loan Request specifies otherwise, each Loan Request made on or after November 1, 2020 shall be deemed to be a request for Discretionary Loans and, if such Discretionary Loans are not made by the Lenders, for Loans pursuant to the Lenders’ Commitments. Loan Requests shall be made by the Borrower no more than one (1) time per calendar week. (c) [reserved]. (d) If the Loan Request contains a request for Discretionary Loans, such Discretionary Loan shall require the unanimous prior written approval of each Lender, in their sole and absolute discretion. If the Administrative Agent does not receive such prior written approval by 11:00 a.m. (New York City time) on the day prior to the requested funding date (or such later time as the Administrative Agent shall affirmatively consent to) the Loan Request shall be deemed cancelled with respect to any Discretionary Loans and will be, unless the Loan Request specifies otherwise, instead treated as a request for a Loans pursuant to the Lenders’ Commitments up to a maximum amount equal to the aggregate unused Commitments. The Borrower may include in any Loan Request for Discretionary Loans a request that the Committed Lenders increase their Commitments in connection with such Discretionary Loans, which the Lenders may approve in writing, each in their sole and absolute discretion. (e) To the extent a Conduit Lender elects to fund pursuant to Section 2.01 hereof, such Conduit Lender shall initiate a wire in the amount of its Loan, if any, to the Borrower not later 2:00 p.m. (New York City time) on the date of the applicable Credit Extension and, to the extent the Conduit Lender(s) do not so elect, each Committed Lender shall make a payment in the amount of its Loan, if any, to the Borrower not later 3:00 p.m. (New York City time) on the date of the applicable Credit Extension, in each case subject to the satisfaction or waiver of the applicable conditions precedent specified in this Article II and Article V and such payment shall be directed to the Borrower Collection Account by wire transfer of same day funds in U.S. Dollars. It is expressly understood and agreed that (i) in no event shall the Account Bank, Collateral Agent or Paying Agent have any obligation to solicit any Lender for the deposit of any funds into the Borrower Collection Account, and (ii) in the event that any Conduit Lender fails to make its Lender Advance and/or the Committed Lender(s) fail to advance the applicable portion of the Loan pursuant to Section 2.02(h) such that a Credit Extension is not fully funded, the Collateral Agent is directed to hold such funds received by it in the Borrower Collection Account until such time that all Loans in connection with the applicable Credit Extension are received or returned to each applicable Lender in accordance with Section 2.02(i) hereof. (f) The initial Loan Request hereunder (x) shall be for the amount specified in such Loan Request and (y) notwithstanding Section 2.02(b) hereof, may be delivered on or before September 25, 2020. The Borrowing Base determination made in connection with such Loan Request shall be reduced by the aggregate amount of collections received by the Originators since September 1, 2020 in respect of the related Pool Receivables to be purchased in connection with such Loan Request. (g) Each Conduit Lender shall notify the Administrative Agent by 10:00 a.m., New York City time, on the Business Day immediately preceding the date of the proposed Credit Extension whether it has elected to make its Credit Extension offered to it pursuant to this Section 2.02. In the event that a Conduit Lender shall not have timely provided such notice, such Conduit Lender shall be deemed to have elected not to make its Credit Extension of such Loan; provided, however, that in the case of a Conduit Lender in the Credit Suisse Lender Group, such Conduit Lender shall be deemed to have notified the Administrative Agent that it has elected to make its ratable portion of the Credit Extension on such Borrowing Date unless written notice not to make such ratable portion of the Credit Extension was given to the Administrative Agent prior to 10:00 a.m., New York time, on such Borrowing Date. If a Conduit Lender shall have elected or be deemed to have elected not to make its ratable portion of such Credit Extension, the Committed Lenders in its Lender Group shall make available on the applicable Borrowing Date an amount equal to the portion of the Credit Extension that such Conduit Lender has not elected to fund, in an amount equal to its ratable portion of the Credit Extension to be funded.
Appears in 1 contract
Samples: Loan and Security Agreement (Sinclair Broadcast Group Inc)
Making Loans; Repayment of Loans. (a) Loans shall be made in an aggregate minimum amount of the lesser of (x) $1,000,000 and integral multiples of $100,000 in excess of that amount and (y) and the unused Commitment. Loans may only be requested in U.S. Dollars and the Lenders are only obligated to fund Loans in U.S. Dollars.
(b) Whenever the Borrower desires that Lenders make Loans, the Borrower shall deliver to the Administrative Agent, the Paying Agent, the Backup Servicer and each Lender a fully executed Loan Request no later than 11:00 a.m. (New York City time) at least three (3) Business Days in advance of the proposed Loan; provided, however, that in the case of any request for a Loan (other than the first Loan to be made on or after the Closing Date) greater than or equal to $40,000,00040,000,000 (in the aggregate between Class A1 Loans and Class A2 Loans), the Borrower shall be required to request such Credit Extension not later than 11:00 a.m. (New York City time) four (4) Business Days prior to the requested Borrowing Date. Unless the Loan Request specifies otherwise, each Loan Request made on or after November 1, 2020 shall be deemed to be a request for Discretionary Loans and, if such Discretionary Loans are not made by the Lenders, for Loans pursuant to the Lenders’ Commitments. Loan Requests shall be made by the Borrower no more than one (1) time per calendar week.
(c) [reserved].
(d) If the Loan Request contains a request for Discretionary Loans, such Discretionary Loan shall require the unanimous prior written approval of each Lender, in their sole and absolute discretion. If the Administrative Agent does not receive such prior written approval by 11:00 a.m. (New York City time) on the day prior to the requested funding date (or such later time as the Administrative Agent shall affirmatively consent to) the Loan Request shall be deemed cancelled with respect to any Discretionary Loans and will be, unless the Loan Request specifies otherwise, instead treated as a request for a Loans pursuant to the Lenders’ Commitments up to a maximum amount equal to the aggregate unused Commitments. The Borrower may include in any Loan Request for Discretionary Loans a request that the Committed Lenders increase their Commitments in connection with such Discretionary Loans, which the Lenders may approve in writing, each in their sole and absolute discretion.
(e) To the extent a Conduit Lender elects to fund pursuant to Section 2.01 hereof, such Conduit Lender shall initiate a wire in the amount of its Loan, if any, to the Borrower not later 2:00 p.m. (New York City time) on the date of the applicable Credit Extension and, to the extent the Conduit Lender(s) do not so elect, each Committed Lender shall make a payment in the amount of its Loan, if any, to the Borrower not later 3:00 p.m. (New York City time) on the date of the applicable Credit Extension, in each case subject to the satisfaction or waiver of the applicable conditions precedent specified in this Article II and Article V and such payment shall be directed to the Borrower Collection Account by wire transfer of same day funds in U.S. Dollars. It is expressly understood and agreed that (i) in no event shall the Account Bank, Collateral Agent or Paying Agent have any obligation to solicit any Lender for the deposit of any funds into the Borrower Collection Account, and (ii) in the event that any Conduit Lender fails to make advance its Lender Advance Loan and/or the Committed Lender(s) fail to advance the applicable portion of the Loan pursuant to Section 2.02(h) such that a Credit Extension is not fully funded, the Collateral Agent is directed to hold such funds received by it in the Borrower Collection Account until such time that all Loans in connection with the applicable Credit Extension are received or returned to each applicable Lender in accordance with Section 2.02(i) hereof.
(f) The initial Loan Request hereunder (x) shall be for the amount specified in such Loan Request and (y) notwithstanding Section 2.02(b) hereof, may be delivered on or before September 25, 2020. The Borrowing Base determination made in connection with such Loan Request shall be reduced by the aggregate amount of collections received by the Originators since September 1, 2020 in respect of the related Pool Receivables to be purchased in connection with such Loan Request.
(g) Each Conduit Lender shall notify the Administrative Agent by 10:00 a.m., New York City time, on the Business Day immediately preceding the date of the proposed Credit Extension whether it has elected to make its Credit Extension offered to it pursuant to this Section 2.02. In the event that a Conduit Lender shall not have timely provided such notice, such Conduit Lender shall be deemed to have elected not to make its Credit Extension of such Loan; provided, however, that in the case of a Conduit Lender in the Credit Suisse Lender Group, such Conduit Lender shall be deemed to have notified the Administrative Agent that it has elected to make its ratable portion of the Credit Extension on such Borrowing Date unless written notice not to make such ratable portion of the Credit Extension was given to the Administrative Agent prior to 10:00 a.m., New York time, on such Borrowing Date. If a Conduit Lender shall have elected or be deemed to have elected not to make its ratable portion of such Credit Extension, the Committed Lenders in its Lender Group shall make available on the applicable Borrowing Date an amount equal to the portion of the Credit Extension that such Conduit Lender has not elected to fund, in an amount equal to its ratable portion of the Credit Extension to be funded.
(h) In the event that, notwithstanding the fulfillment of the applicable conditions with respect to a Loan, a Conduit Lender elected to make an advance on a Borrowing Date but failed to make its advance when required by Section 2.02(e), such Conduit Lender shall be deemed to have rescinded its election to make such advance, and neither the Borrower nor any other party shall have any claim against such Conduit Lender by reason of its failure to timely make such advance. In any such case, the Account Bank shall give notice of such failure not later than 3:00 p.m., New York City time, on the Borrowing Date to the Committed Lender(s) and to the Administrative Agent, which notice shall specify (i) the identity of such Conduit Lender and (ii) the amount of the Credit Extension which it had elected but failed to make. Subject to receiving such notice, such Committed Lender shall advance a portion of the Loan in an amount up to the amount described in clause (ii) above, at or before 4:00 p.m., New York City time, on such Borrowing Date.
(i) If any Lender makes available to the Borrower funds for any Loan to be made by such Lender as provided in the provisions of Sections 2.01 and 2.02, and the conditions to the applicable Loan set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Borrower hereby directs the Account Bank to return such funds (in like funds as received from such Lender) to such Lender on the next Business Day (unless otherwise agreed by such Lender and the Borrower and notified to the Account Bank and the Paying Agent in writing on the date of the applicable Credit Extension).
(j) If any Loan is not made or effectuated, as the case may be, due to the Borrower’s failure to satisfy, or continue to satisfy, the conditions to fund the Loan on the Borrowing Date (other than the condition set forth in Section 5.02(d)), the Borrower shall indemnify each Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan.
(k) The Borrower expressly acknowledges and agrees that any election by any Lender, in its sole discretion, on one or more occasion to fund any Loan on any day prior to the final passage of the applicable notice period set forth in Section 2.02(b) above shall not constitute or be deemed to be an amendment, waiver or other modification of the requirement for such notice prior to any Lender funding any other Loan hereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Sinclair Broadcast Group Inc)
