Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000; (ii) the proposed date of such Advance; (iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and (iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date. (e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from in the Borrower form of a Notice of Borrowing to the Administrative Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in no later than noon at least two (2) Business Days before the form of a Notice of BorrowingBusiness Day on which the Advance is to be made; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 p.m. (New York City time) noon on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance; provided, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,0001,000,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable; and
(v) whether such Advance (or a portion thereof) should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the (x) an amount equal to such Lender’s Pro Rata Share of such Advance, by payment for deposit into the account which the Borrower has designated in writing; provided that, with respect to writing or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Revolving Period and (ii) repay or prepay Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (Franklin BSP Capital Corp), Loan and Servicing Agreement (Franklin BSP Capital Corp), Loan and Servicing Agreement (Franklin BSP Capital Corp)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s a same-day basis on irrevocable written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 5:00 2:00 p.m. (New York City time) on the proposed date of such Business Day and Advance and, if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f)) or, in the case of an Advance to be applied to fund any Delayed Draw Loan Asset, the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset funded by such Advance, if applicable; and
(v) whether such Advance should be remitted to the Borrower or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by Administrative Agent or the applicable Lender Agent from the Borrower, either (i) make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall each Lender may remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePeriod.
(e) Determinations A determination by the Note Purchaser Xxxxx Fargo, as Lender, of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that such Advance shall not exceed the Maximum Facility Amount.
(g) The obligation of each Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (Solar Capital Ltd.), Consent and Omnibus Amendment (Solar Capital Ltd.), Consent and Omnibus Amendment (Solar Senior Capital Ltd.)
Procedure for Advances. (a) During Subject to the Reinvestment Periodlimitations set forth in Section 2.01(b), the Note Purchaser will make Advances on any Business Day Borrower may request an Advance from the Lenders by delivering at the request of specified times the Borrower, subject to information and documents set forth in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofthis Section 2.02.
(b) Each Advance shall be made on No later than 2:00 p.m. at least one (1) Business Day’s irrevocable written notice from Day and not more than five (5) Business Days prior to the proposed Advance Date, the Borrower shall, or shall cause the Collateral Manager to, deliver:
(i) to the Agent, Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form ) written notice of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. proposed Advance Date (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include including a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:;
(iii) to the aggregate Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(iii) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian) a duly completed Notice of Borrowing which shall (A) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
500,000 (iior, with respect to any Delayed Draw Loan, the amount of the draw request made by the applicable Obligor), to be allocated to each Lender in accordance with its Pro Rata Share, (B) specify the proposed date of Advance Date for such Advance;
, (iiiC) specify the Loan(s), if any, to be financed on such Advance Date (including the appropriate file number, a description of the Obligor, original loan balance, Outstanding Balance, Assigned Value and Purchase Price for each Loan and identifying each Loan by type and proposed Applicable Percentage applicable to each such Loan), (D) with respect to any Delayed Draw Loan, include the Unfunded Exposure Amount with respect to such Loan and the draw request made by the applicable Obligor and (E) include a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; andmet. Each Notice of Borrowing shall be irrevocable. If any Notice of Borrowing is received by the Administrative Agent after 2:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested or on a day that is not a Business Day, such Notice of Borrowing shall be deemed to be received by the Administrative Agent at 9:00 a.m. on the next Business Day.
(ivc) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advanceproposed Advance Date, subject to the Note Purchaser shall, limitations set forth in Section 2.01(b) and upon satisfaction of the applicable conditions set forth in Article III, (i) each Lender shall make available to the Borrower on the applicable Advance Date Administrative Agent in same day funds, at such bank or other location reasonably designated by the Administrative Agent from time to time, an amount equal to such Lender’s Pro Rata Share of the least of (A) the amount of requested by the Borrower for such Advance, by payment into (B) the account which the Borrower has designated aggregate unused Commitments then in writing; provided that, with respect to effect and (C) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to the Exposure Amount Shortfall in same day funds amount by which the Borrowing Base exceeds Advances Outstanding on such Advance Date (after giving effect to the Unfunded Exposure Account.
use of such Advance for the purchase of Eligible Loans) and (cii) The Advances the Administrative Agent shall bear interest make the aggregate amount received from the Lenders available to the Borrower at such bank or other location reasonably designated by Borrower in the Yield RateNotice of Borrowing given pursuant to this Section 2.02.
(d) On each Advance Date, the obligation of each Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender and the failure of any Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
(e) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Closing Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 3 contracts
Samples: Loan and Servicing Agreement (FS Investment Corp II), Loan and Servicing Agreement (FS Energy & Power Fund), Loan and Servicing Agreement (FS Investment Corp II)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on On any Business Day at during the Revolving Period (unless a Suspension Period), the Borrower may request of that the BorrowerLenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing the Borrower shall be deemed to have been received by the Agent on a Business Day if delivered no later not request same day funding more than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessonce in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000500,000 (or its Dollar Equivalent);
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance);
(iii) the proposed Currency of such Advance;
(iiiiv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and
(v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On No later than 1:00 p.m. on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(fand (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Note Purchaser shall remit Lender Agent for such Lenders from the Advance equal Borrower, make available to the Exposure Amount Shortfall Borrower, in same day funds funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the Unfunded Exposure Accountaccount which the Borrower has designated in writing.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without Revolving Period; provided, that the repayment of any penalty, on and after Foreign Currency Advance shall be made solely in the Restatement Date and prior to the Facility Maturity Daterelated Foreign Currency.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (SLR Investment Corp.), Ninth Amendment to the Loan and Servicing Agreement (SLR Senior Investment Corp.), Loan and Servicing Agreement (Solar Senior Capital Ltd.)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from in the Borrower form of a Notice of Borrowing to the Administrative Agent, with a copy to the Trustee Lenders, the Collateral Agent and the Collateral Custodian, in no later than 11:00 a.m. at least one (1) Business Day before the form of a Notice of BorrowingBusiness Day on which the Advance is to be made; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 p.m. (New York City time) 11:00 a.m. on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable; and
(v) whether such Advance should be remitted to the Principal Collection Account or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the (x) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the Principal Collection Account (or, prior to the occurrence of an Event of Default, otherwise the account which the Borrower has designated in writing; provided that, with respect to ) or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Xxxxxx's Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “"Unfunded Exposure Amount Shortfall”"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s 's failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (AG Twin Brook Capital Income Fund), Loan and Servicing Agreement (AGTB Private BDC)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lender will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and this 2.02 and subject to the provisions of Article III hereof.
(b) Each For each Advance that is a LIBOR Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from in the Borrower form of a Notice of Borrowing to the Administrative Agent, with a copy to the Trustee and the Collateral Custodian, in no later than 1:00 p.m. at least three Business Days before the form of a Notice of BorrowingBusiness Day on which the LIBOR Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received by on the following Business Day. For each Base Rate Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative Agent on a Business Day if delivered no later than 5:00 1:00 p.m. (New York City time) at least one Business Day before the Business Day on which the Base Rate Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Administrative Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior : to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and fee or premium after the Restatement Date end of the Reinvestment Period and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 2 contracts
Samples: Omnibus Amendment, Omnibus Amendment (Ares Capital Corp)
Procedure for Advances. (a) During On any Business Day during the Reinvestment Revolving Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the BorrowerAdvances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent, the Collateral Administrator and the Collateral Custodian, no later than 3:00 p.m. on the Business Day immediately prior to the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance);
(iii) with respect to an Advance proposed to be funded in connection with the Pledge of a Loan Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On No later than 1:00 p.m. on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Conduit Lender may, or the related Liquidity Banks, as applicable, and the Institutional Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s ratable share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with . With respect to any Advance, no Lender shall be responsible to fund an Advance funded pursuant to Section 2.02(f)amount greater than such Lender’s ratable share of such Advance, the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Accountincluding if any other Lender becomes a Defaulting Lender.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (TCG Bdc, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Procedure for Advances. A. At the time of each Advance, there shall exist no default or Event of Default hereunder, and all representations and warranties made herein shall be true and correct on and as of each Advance Date with the same effect as if made on that date. Each Advance (aother than under a Swing Loan) During shall be made pursuant to a Draw Request submitted by Borrower to Agent on behalf of the Reinvestment PeriodLenders. Each Advance under a Swing Loan shall be made pursuant to a Swing Loan Draw Request submitted by Borrower to Agent and Swing Lender (if a party other than Agent).
B. With respect to each Draw Request:
(I) Not later than 10:00 A.M. (Central time) three (3) Euro Business Days prior to the Advance Date if any portion of the requested Advance is desired by Borrower to be a LIBOR Rate Advance, and one Business Day prior to the Advance Date if any portion of the requested Advance is to be a Loan Rate Advance, Borrower shall deliver to Agent a request, in writing, designating the amount of such portion (in the minimum amount of $1,000,000.00 and in integral multiples of $100,000.00 in excess thereof (provided that a $100,000 increment may consist in part of a Tranche A Advance and in part of a Tranche B Advance if the Advance will cause the Total Revolving Outstandings to exceed the Tranche A Loan Availability)) and designating the initial LIBOR Rate Period applicable thereto. If no such request is made by Borrower with respect to any Advance, the Note Purchaser will make Advances on any Business Day at the request of the Borrowerentire Advance shall be deemed to be a Loan Rate Advance.
(II) On each Advance Date, subject to and in accordance with if all the terms and conditions of Sections 2.01 and 2.02 and subject this Agreement have been complied with by Borrower, to the provisions satisfaction of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with if no default or Event of Default exists hereunder, and if Agent has approved the Draw Request, each Lender shall advance to Agent its Commitment Percentage of the principal amount of the requested Advance by delivering to Agent a copy wire transfer of funds. Agent shall then forward the Advance to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing Borrower. All Advances actually so made shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such timebe loans to Borrower, shall be deemed to have been received on reduce the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use available amount of the proceeds thereof)Revolving Loan Commitment, and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Raterates provided herein from the date so advanced.
(dIII) Subject All Advances shall constitute Tranche A Advances to the extent that the then Total Revolving Outstandings are less than or equal to the Tranche A Loan Availability, subject to subsequent reallocation in accordance with Section 2.18 2.B.3.G. All Advances in excess of the Tranche A Loan Availability shall constitute Tranche B Advances.
C. With respect to each Swing Loan Draw Request, Borrower shall deliver any such request no later than 10:00 A.M. (Central time) on the requested Advance Date. On each such Advance Date, if all the terms and conditions of this Agreement have been complied with by Borrower, to the satisfaction of Agent and Swing Lender (if a party other termsthan Agent), conditionsif no default or Event of Default exists hereunder, provisions and limitations set forth herein if Agent and Swing Lender (including, without limitationif a party other than Agent) have approved the Swing Loan Draw Request, the Swing Lender shall advance to Agent the amount of the approved Advance. Agent shall then forward the Advance to Borrower. All Advances actually so made shall be deemed to be loans to Borrower, shall reduce the available amount of the Swing Loan Commitment, and shall bear interest at the rates provided herein from the date so advanced.
D. Each Lender shall also have the right, but not the obligation, so long as an Event of Default exists hereunder, to advance to Agent the proceeds of any Advance for application to the satisfaction of any of Borrower’s Obligations. Any Advance by a Lender for such purpose shall be part of the Loan and shall be evidenced and secured by the Loan Documents from the date made. Borrower hereby authorizes each Lender, so long as an Event of Default exists hereunder, to hold, use, advance and apply Loan proceeds for the payment or performance of any obligation of Borrower hereunder, including but not limited to the obligation to pay interest on the Loan.
E. In the event that Agent (and/or the Swing Lender (if a party other than Agent) in the case of a Swing Loan Request) shall determine, in its sole judgment, that proper documentation to support a requested Advance, as required by this Agreement, has not been furnished, it may withhold payment of such Advance, or of such portion of such Advance as shall not be so supported by proper documentation, and shall promptly notify Borrower of the Make-Whole Premiumdiscrepancy in or omission of such documentation. Until such time as such discrepancy or omission is corrected to the satisfaction of such Agent (and/or the Swing Lender, as applicable), it may withhold such funds.
F. Borrower shall provide notice to Agent in the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end Draw Request of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser proposed use of the existence requested Advance. If Borrower anticipates using the Advance for purposes of any Eurodollar Disruption Event financing construction on a Real Estate Asset Under Development, Borrower shall provide evidence to Agent at the time of each such Draw Request that Borrower or an Approved Subsidiary has entered into leases for not less than fifty percent (any such determination to be communicated to 50%) of the Borrower by written notice from the Agent promptly after the Agent learns rentable square footage of such event), or Real Estate Asset Under Development (which leases must be on arms-length terms and conditions if with an affiliate of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”Borrower). Following receipt of a Notice of Borrowing (which If Borrower fails to provide the foregoing evidence, Agent shall specify have no obligation to make the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund requested Advance for such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)construction.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Saul Centers Inc), Revolving Credit Agreement (Saul Centers Inc)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, no later than 2:00 p.m. on the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance;, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two (2) Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); and
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePeriod.
(e) Determinations A determination by the Note Purchaser Xxxxx Fargo of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Conduit Lender or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Solar Capital Ltd.), Loan and Servicing Agreement (Solar Capital Ltd.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on On any Business Day at during the Revolving Period (unless a Suspension Period), the Borrower may request of that the BorrowerLenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing the Borrower shall be deemed to have been received by the Agent on a Business Day if delivered no later not request same day funding more than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessonce in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance);
(iii) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On No later than 1:00 p.m. on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(fand (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Note Purchaser shall remit Lender Agent for such Lenders from the Advance equal Borrower, make available to the Exposure Amount Shortfall Borrower, in same day funds funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the Unfunded Exposure Accountaccount which the Borrower has designated in writing.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Solar Senior Capital Ltd.), Loan and Servicing Agreement (Solar Senior Capital Ltd.)
Procedure for Advances. (a) During On any Business Day during the Reinvestment Revolving Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the BorrowerAdvances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent, the Collateral Administrator and the Collateral Custodian, no later than 2:00 p.m. on the Business Day immediately prior to the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance);
(iii) with respect to an Advance proposed to be funded in connection with the Pledge of a Loan Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On No later than 1:00 p.m. on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Conduit Lender may, or the related Liquidity Banks, as applicable, and the Institutional Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s ratable share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 2 contracts
Samples: Loan and Servicing Agreement, Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each The Borrower shall request an Advance shall be made on at least one Business Day’s by delivering irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing, in which the Borrower shall specify whether the Advance shall be a SOFR Advance or a Base Rate Advance; provided that the Borrower shall not deliver more than two Notices of Borrowing in one week. For each SOFR Advance, the Borrower shall deliver a Notice of Borrowing to the Administrative Agent and each Lender (with a copy to the Securities Intermediary and the Collateral Administrator) no later than 1:00 p.m. at least two Business Days before the Business Day on which the SOFR Advance is to be made; provided that if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 1:00 p.m. (New York City time) on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The For each Base Rate Advance, the Borrower or Servicer shall post all Loan Agreements deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative Agent and other loan documents each Lender (with a copy to the Collateral Administrator and information with respect the Securities Intermediary) no later than 1:00 p.m. one Business Day prior to each proposed Eligible Loan Assetthe Business Day on which such Base Rate Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day, if any, such Notice of Borrowing shall be deemed to an IntraLinks (or other replacement) website to which have been received on the Agent has accessfollowing Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and the current Loan Tape, and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing BaseBase (calculated on a “settlement date” basis, after giving pro forma effect to any committed purchases and sales on such settlement date); provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of Advance Date (which shall be a Business Day) and whether such Advance will be a SOFR Advance or a Base Rate Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and
(v) whether such Advance (or portion thereof) should be remitted to an account specified by the Borrower or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower, either (i) make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances Each SOFR Advance shall bear interest at the applicable SOFR Yield Rate. The Base Rate Advances Outstanding shall bear interest at the Base Rate Yield Rate. So long as no Event of Default has occurred and is continuing (and has not been waived), the Borrower may request that the Administrative Agent convert (i) any Base Rate Advance, in whole and not in part, to a SOFR Advance and (ii) any SOFR Advance, in whole and not in part, to a Base Rate Advance, in each case, by delivering a Conversion Notice to the Administrative Agent no later than 1:00 p.m. at least three Business Days before the Conversion Date on which (w) such Base Rate Advance is to be converted into a SOFR Advance or (x) such SOFR Advance is to be converted into a Base Rate Advance, as applicable. All Advances and all interest thereon shall be due and payable in full on the Facility Maturity Date.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay fee or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Datepremium.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error[Reserved].
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default (that has not been waived) (other than the occurrence of a Bankruptcy Event with respect to the Borrower) or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence and continuance of an Event of Default (that has not been waived) or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, (a) the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02, (b) the occurrence of an Event of Default (that has not been waived) (other than the occurrence of a Bankruptcy Event with respect to the Borrower) or (c) the existence of (x) an Unmatured Event of Default or (y) a Borrowing Base Deficiency); provided that:
(i) each Lender may fund such Unfunded Exposure Amount Shortfall in its sole discretion to the extent that doing so would cause such Lender to make an Advance that would result in the aggregate outstanding principal amount of such Pro Rata Share of Advances to exceed such Xxxxxx’s Pro Rata Share of its Commitment;
(ii) the Borrower shall have caused a properly completed Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available) to be delivered to the Administrative Agent (with a copy to the Lenders) on a timely basis; and
(iii) to the extent the Reinvestment Period has ended due to the occurrence of an Event of Default (that has not been waived), each Lender shall have a funding obligation with respect to the Unfunded Exposure Amount Shortfall under this Section 2.02(f) solely to the extent that (A) the Borrower shall have, prior to the applicable Advance Date, deposited an amount not less than the Unfunded Exposure Equity Amount in the Unfunded Exposure Account pursuant to Section 2.04(a)(ix) or by an equity contribution by the Transferor or by any combination of those two methods and (B) such funds, as of such Advance Date, remain on deposit in the Unfunded Exposure Account. For the avoidance of doubt, the Borrower shall not be required to fund the Unfunded Exposure Account unless and until the occurrence of an Event of Default (that has not been waived) or the last day of the Reinvestment Period or as required to prevent the occurrence of a Borrowing Base Deficiency. For the further avoidance of doubt, any obligation of a Lender to make an Advance pursuant to this Section 2.02(f) shall be without prejudice to the obligation of the Borrower to cure any Borrowing Base Deficiency that exists prior to such Advance or results therefrom.
(g) The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund), Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Funding Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than noon on (i) the proposed Advance Date for Dollar Advances, (ii) the Funding Business Day prior to the proposed Advance Date for CAD Advances, Euro Advances and GBP Advances (or such shorter period as agreed to from time to time by the Administrative Agent and each of the Lenders) and (iii) the Funding Business Day two (2) Funding Business Days prior to the proposed Advance Date for AUD Advances; provided that that, if such Notice of Borrowing is delivered later than noon, in the case of an Advance made in Dollars, such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Funding Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000500,000 in such Eligible Currency;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; andprovided that, in connection with any Notice of Borrowing in respect of the acquisition by the Borrower of a loan asset constituting a newly originated loan, where the related Advance is to be remitted to the Principal Collection Subaccount, the conditions set forth in Section 3.02(a)(ii) shall not apply, excepting that, notwithstanding the foregoing, the requirements set forth in the proviso of Section 3.02(a)(ii) shall apply;
(iv) the amount of cash that will be funded by the Originator into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset funded by such Advance, if applicable;
(v) whether such Advance should be remitted to the Principal Collection Subaccount, the Unfunded Exposure Account, or (subject to completion of customary “know your customer” and anti-money laundering and sanctions diligence), the account of the Originator or a Securitization Subsidiary; and
(vi) the proposed Eligible Currency of such Advance. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower Borrower, by (A) if the related Notice of Borrowing was delivered at least one Funding Business Day prior to such date, 2:00 p.m., New York City time, and (B) if the related Notice of Borrowing was delivered on such date, no later than the applicable Advance Date in same day fundsclose of business on such date, the (x) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.), Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each The Borrower shall request an Advance shall be made on at least one Business Day’s by delivering irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing, in which the Borrower shall specify whether the Advance shall be a LIBOR Advance or a Base Rate Advance. For each LIBOR Advance, the Borrower shall deliver a Notice of Borrowing to the Administrative Agent and each Lender (with a copy to the Collateral Custodian and the Account Bank) no later than 1:00 p.m. at least three Business Days before the Business Day on which the LIBOR Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received by on the following Business Day. For each Base Rate Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative Agent on a Business Day if delivered and each Lender no later than 5:00 1:00 p.m. (New York City time) one Business Day prior to the Business Day on which such Base Rate Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks a Deal Interactive (or other replacement) website to which the Administrative Agent and each Lender has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of Advance Date and whether such Advance will be a LIBOR Advance or a Base Rate Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded by the Transferor or the Borrower into the Unfunded Exposure Account in connection with the any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and
(v) whether such Advance (or portion thereof) should be remitted to the Advance Funding Account or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower, either (i) make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which Advance Funding Account or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Borrower has designated in writingUnfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances Each LIBOR Advance shall bear interest at the applicable LIBOR Yield Rate. The Base Rate Advances Outstanding shall bear interest at the Base Rate Yield Rate. So long as no Event of Default has occurred and is continuing, the Borrower may request that the Administrative Agent convert any Base Rate Advance, in whole and not in part, to a LIBOR Advance by delivering a Conversion Notice to the Administrative Agent no later than 1:00 p.m. at least three Business Days before the Conversion Date on which such Base Rate Advance is to be converted into a LIBOR Advance.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole PremiumPremium and Breakage Fees, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and fee or premium after the Restatement Date end of the Reinvestment Period and prior to the Facility Maturity Date.
(e) Determinations A determination by the Note Purchaser SMBC of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), ifIf, on the last day of the Reinvestment PeriodPeriod (or no later than three Business Days after the occurrence of an Event of Default if the Reinvestment Period ends due to the occurrence of an Event of Default), the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall after taking into account the amounts required to be deposited into the Unfunded Exposure Account in accordance with clause (iii) below (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (as described in clause (ii) below), each Lender shall fund such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, (a) the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02, (b) the occurrence of an Event of Default or (c) the existence of (x) an Unmatured Event of Default or (y) a Borrowing Base Deficiency); provided that:
(i) each Lender may fund such Unfunded Exposure Amount Shortfall in its sole discretion to the extent that doing so would cause such Lender to make an Advance that would result in the aggregate outstanding principal amount of such Lender’s Advances to exceed such Lender’s Commitment;
(ii) the Borrower shall have caused a properly completed Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available)) to be delivered to the Administrative Agent (with a copy to the Lenders) on a timely basis; and
(iii) to the extent the Reinvestment Period has ended due to the occurrence of an Event of Default, each Lender shall have a funding obligation with respect to the Note Purchaser shall fund such Unfunded Exposure Amount Shortfall in accordance with under this Section 2.02(b), notwithstanding anything 2.02(f) solely to the contrary herein extent that (includingA) the Borrower shall have, without limitationprior to the applicable Advance Date, deposited an amount not less than the Unfunded Exposure Equity Amount in the Unfunded Exposure Account pursuant to Section 2.04(a)(viii) or by an equity contribution by CCT(x) prior to the consummation of a Permitted BDC Merger, CCT, and (y) on or after the consummation of each Permitted BDC Merger, the Borrower’s failure applicable Permitted BDC, or by any combination of those two methods and (B) such funds, as of such Advance Date, remain on deposit in the Unfunded Exposure Account. For the avoidance of doubt, the Borrower shall not be required to satisfy any fund the Unfunded Exposure Account unless and until the occurrence of an Event of Default or the last day of the conditions precedent set forth in Reinvestment Period or as required to prevent the occurrence of a Borrowing Base Deficiency. For the further avoidance of doubt, any obligation of a Lender to make an Advance pursuant to this Section 3.02)2.02(f) shall be without prejudice to the obligation of the Borrower to cure any Borrowing Base Deficiency that exists prior to such Advance or results therefrom.
(g) The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances and the Swingline Lender will make Swingline Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the AgentAgent (who will provide each Lender with a copy promptly upon receipt thereof), with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 3:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. Each Swingline Advance shall be made on any Business Day on which written notice is received from the Borrower by the Agent (who will provide the Swingline Lender and each other Lender with a copy promptly upon receipt thereof), with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, Advance which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance (other than a Swingline Advance, the Note Purchaser shall), upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower Agent on the applicable Advance Date in same day fundsfunds by no later than 12:00 noon, the an amount equal to such Lender’s Pro Rata Share of such Advance and upon receipt of such amounts with respect to such Advance, the Agent shall promptly fund such amounts by payment into wire transfer to the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Exposure Amount Shortfall in same day funds by no later than 12:00 noon to the Agent and upon receipt of such amounts with respect to such Advance, the Agent shall promptly fund such amounts to the Unfunded Exposure Account. On the date of any Swingline Advance, the Swingline Lender shall make available to the Agent in same day funds, an amount equal to the amount of such Swingline Advance and upon receipt of such amount with respect to such Swingline Advance, the Agent shall promptly fund such amounts by wire transfer to the account which the Borrower has designated in writing.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser Xxxxx Fargo of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
(g) The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
Appears in 2 contracts
Samples: Omnibus Amendment (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 5:00 2:00 p.m. (New York City time) on the proposed date of such Business Day and Advance and, if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and the current Loan Tape, and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance, which shall be a Business Day;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and
(v) whether such Advance should be remitted to the Borrower or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower, either (i) make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate. All Advances and all interest thereon shall be due and payable in full on the Facility Maturity Date.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePeriod.
(e) Determinations A determination by the Note Purchaser any Institutional Lender or Liquidity Bank of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default (other than the occurrence of a Bankruptcy Event with respect to the Borrower) or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.
(g) The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.), Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Procedure for Advances. At least five (a5) During Business Days before the Reinvestment Periodrequested date of each advance (except for the initial advance hereunder), Borrower shall deliver to Administrative Agent a completed Draw Request Package in the Note Purchaser will make Advances on any Business Day at the request form of the Borrower, subject Exhibit B. Borrower shall be entitled to and an advance only in an amount approved by Administrative Agent in accordance with the terms of this Agreement and the Loan Documents. Administrative Agent shall not be required to make advances more frequently than once each calendar month. Administrative Agent shall, only upon the satisfaction (in the reasonable opinion of Administrative Agent) of all applicable conditions of Sections 2.01 this Agreement and 2.02 the Loan Documents, make the requested advance to Borrower within one (1) Business Day after such satisfaction. Submission of a Draw Request Package to Administrative Agent shall constitute a certification by Borrower to Administrative Agent that on the date thereof (a) all representations and subject to warranties contained in the provisions of Article III hereof.
Loan Documents are true and correct in all material respects, (b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower no Event of Default or Potential Default exists, (c) all conditions herein to the advance, whether or not evidence thereof is required by Administrative Agent, with a copy are satisfied (except to the Trustee extent specifically waived by Administrative Agent), (d) the AIA Document G-702 and G-703 forms executed by each Contractor and approved by the Architect, together with all schedules, affidavits, releases, waivers, statements, invoices, bills, and other documents, certificates and information submitted for the Draw Request are complete and correct, and in all material respects what they purport and appear to be for the amount and period applicable to the Draw Request, (e) all advances previously made to Borrower were disbursed, and the Collateral Custodian, proceeds of the advance requested in the form Draw Request will immediately be disbursed, for payments of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered costs and expenses specified in the Phase 1 Budget or the Budget, as applicable, for which the advances were made, and for no later than 5:00 p.m. other purpose, (New York City timef) on such Business Day and if not delivered by such timeafter the advance, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements obligations for work and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account costs heretofore incurred by Borrower in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction Project and which are due and payable will be fully paid and satisfied and (g) any unadvanced portion of the applicable conditions set forth in Article IIILoan to which Borrower is entitled, make available to plus the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment portions of the Make-Whole PremiumPhase 1 Aggregate Cost (before the Syndication Event) or the Aggregate Cost (after the Syndication Event), as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination that are to be communicated paid by Borrower from other funds that, to Administrative Agent 's satisfaction, are available, set aside and committed, is or will be sufficient to pay the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default actual unpaid Phase 1 Aggregate Cost or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency)Aggregate Cost, if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)as applicable.
Appears in 1 contract
Samples: Construction Loan Agreement (Stratus Properties Inc)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each The Borrower shall request an Advance shall be made on at least one Business Day’s by delivering irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing, in which the Borrower shall specify whether the Advance shall be a LIBOR Advance or a Base Rate Advance. For each LIBOR Advance, the Borrower shall deliver a Notice of Borrowing to the Administrative Agent and each Lender (with a copy to the Collateral Custodian and the Account Bank) no later than 1:00 p.m. at least three Business Days before the Business Day on which the LIBOR Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received by on the following Business Day. For each Base Rate Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative Agent on a Business Day if delivered and each Lender no later than 5:00 1:00 p.m. (New York City time) one Business Day prior to the Business Day on which such Base Rate Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks a Deal Interactive (or other replacement) website to which the Administrative Agent and each Lender has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of Advance Date and whether such Advance will be a LIBOR Advance or a Base Rate Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded by the Transferor or the Borrower into the Unfunded Exposure Account in connection with the any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and
(v) whether such Advance (or portion thereof) should be remitted to the Advance Funding Account or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower, either (i) make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which Advance Funding Account or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Borrower has designated in writingUnfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances Each LIBOR Advance shall bear interest at the applicable LIBOR Yield Rate. The Base Rate Advances Outstanding shall bear interest at the Base Rate Yield Rate. So long as no Event of Default has occurred and is continuing, the Borrower may request that the Administrative Agent convert any Base Rate Advance, in whole and not in part, to a LIBOR Advance by delivering a Conversion Notice to the Administrative Agent no later than 1:00 p.m. at least three Business Days before the Conversion Date on which such Base Rate Advance is to be converted into a LIBOR Advance.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole PremiumPremium and Breakage Fees, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and fee or premium after the Restatement Date end of the Reinvestment Period and prior to the Facility Maturity Date.
(e) Determinations A determination by the Note Purchaser SMBC of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBORLIBOR (or the applicable Benchmark), shall be conclusive absent manifest errordemonstrable error; provided that if a Eurodollar Disruption Event with respect to SMBC has occurred and LIBOR (or the applicable Benchmark) has been replaced with a Benchmark Replacement, such Eurodollar Disruption Event shall no longer be continuing, and interest on such Advances Outstanding on and after the date of such replacement shall accrue interest at the Benchmark Replacement.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), ifIf, on the last day of the Reinvestment PeriodPeriod (or no later than three Business Days after the occurrence of an Event of Default if the Reinvestment Period ends due to the occurrence of an Event of Default), the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall after taking into account the amounts required to be deposited into the Unfunded Exposure Account in accordance with clause (iii) below (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (as described in clause (ii) below), each Lender shall fund such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, (a) the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02, (b) the occurrence of an Event of Default or (c) the existence of (x) an Unmatured Event of Default or (y) a Borrowing Base Deficiency); provided that:
(i) each Lender may fund such Unfunded Exposure Amount Shortfall in its sole discretion to the extent that doing so would cause such Lender to make an Advance that would result in the aggregate outstanding principal amount of such Lender’s Advances to exceed such Lender’s Commitment;
(ii) the Borrower shall have caused a properly completed Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available)) to be delivered to the Administrative Agent (with a copy to the Lenders) on a timely basis; and
(iii) to the extent the Reinvestment Period has ended due to the occurrence of an Event of Default, each Lender shall have a funding obligation with respect to the Note Purchaser shall fund such Unfunded Exposure Amount Shortfall in accordance with under this Section 2.02(b), notwithstanding anything 2.02(f) solely to the contrary herein extent that (includingA) the Borrower shall have, without limitationprior to the applicable Advance Date, deposited an amount not less than the Unfunded Exposure Equity Amount in the Unfunded Exposure Account pursuant to Section 2.04(a)(viii) or by an equity contribution by (x) prior to the consummation of a Permitted BDC Merger, CCT, and (y) on or after the consummation of each Permitted BDC Merger, the Borrower’s failure applicable Permitted BDC, or by any combination of those two methods and (B) such funds, as of such Advance Date, remain on deposit in the Unfunded Exposure Account. For the avoidance of doubt, the Borrower shall not be required to satisfy any fund the Unfunded Exposure Account unless and until the occurrence of an Event of Default or the last day of the conditions precedent set forth in Reinvestment Period or as required to prevent the occurrence of a Borrowing Base Deficiency. For the further avoidance of doubt, any obligation of a Lender to make an Advance pursuant to this Section 3.02)2.02(f) shall be without prejudice to the obligation of the Borrower to cure any Borrowing Base Deficiency that exists prior to such Advance or results therefrom.
(g) The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s irrevocable deliver a written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Administrator, the Collateral Agent and the Collateral Custodian, no later than 10:00 a.m.
(i) in the case of a Dollar Advance, at least one (1) U.S. Government Securities Business Day before the U.S. Government Securities Business Day on which the Advance is to be made, or (ii) in the case of an Alternative Currency Advance, two (2) Business Days before the Business Day on which such Alternative Currency Advance is to be made; provided that that, if such Notice of Borrowing is delivered later than 10:00 a.m. on such U.S. Government Securities Business Day or Business Day, as applicable, such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following U.S. Government Securities Business Day or Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessas applicable. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,0001,000,000 (or such smaller amount as the Administrative Agent may consent to in its sole discretion);
(ii) the proposed date of such Advance;
(iii) the Eligible Currency;
(iv) a representation that all conditions precedent for an Advance described in Article III hereof shall have been satisfiedsatisfied as of such date or not later than the proposed date of such Advance; and|US-DOCS\148390876.14||
(ivv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable; and
(vi) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out-of-pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the (x) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “"Unfunded Exposure Amount Shortfall”"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding |US-DOCS\148390876.14|| anything to the contrary herein (including, without limitation, the Borrower’s 's failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default.
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the The Borrower shall request an Advance by delivery of the Borrower, subject to and in accordance with the terms and conditions a Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from Administrative Agent and the Borrower to the AgentLenders, with a copy to the Trustee and the Collateral CustodianFacility Servicer, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on 11:00 a.m. two Business Days immediately prior to the proposed date of such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessAdvance. Each Notice of Borrowing shall include must be accompanied by (i) a duly completed Borrowing Base Certificate (updated to for the date such Term Loan Series under which the requested Advance is requested to be made, (ii) a Portfolio LTV Certificate (each of such Borrowing Base Certificate and Portfolio LTV Certificate as giving pro forma effect 38 to the Advance requested and the use of the proceeds thereof)) and (iii) if the proceeds of such Advance are to be used in connection with the Transfer of an Eligible Portfolio Asset, a Portfolio Asset Certificate, and shall specify:
(i) the aggregate Term Loan Series under which such Advance is to be made;
(ii) the amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,0001,000,000 but not exceeding the Maximum Availability for such Term Loan Series;
(iiiii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iiiiv) a representation that if the applicable Eligible Portfolio Asset against which such Advance is requested is proposed to be Related to more than one Term Loan Series, the Term Loan Series to which such Eligible Portfolio Asset is proposed to be Related and the portion of such Eligible Portfolio Asset to be allocated to each such Term Loan Series;
(v) if to an account other than the Operating Account, the location and number of the Borrower’s account to which funds are to be disbursed; and
(vi) all conditions precedent for an such Advance described in Article III hereof have been satisfied; andsatisfied or will be satisfied on the proposed date of such Advance.
(ivb) Promptly upon receipt of a Notice of Borrowing, the amount Administrative Agent shall notify the Lenders of cash that will be funded into the Unfunded Exposure Account in connection with the requested Advance, if applicableand each Lender shall make the Advance on the terms and conditions set forth herein. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share (for the amount applicable Term Loan Series) of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), . Any funds held by the Note Purchaser Administrative Agent shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Accountbe held uninvested.
(c) The Advances shall bear interest at obligation of each Lender to remit its Pro Rata Share (for the Yield Rate.
(dapplicable Term Loan Series) Subject to Section 2.18 of any Advance is several from that of each other Lender and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence failure of any Eurodollar Disruption Event (any Lender to so make such determination to be communicated amount available to the Borrower by written notice from shall not relieve any other Lender of its obligations hereunder. In no event shall the Administrative Agent promptly after the Agent learns of such event), have any liability or of the effect of obligation to fund any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorAdvance.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)
Procedure for Advances. (a) During On any Business Day during the Reinvestment Revolving Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the BorrowerAdvances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III Section 3.02 hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery (which may be by electronic mail) of an irrevocable written notice Notice of Borrowing from the Borrower to the Agent, with Administrative Agent (who shall deliver a copy to each Lender), no later than 10:00 a.m., New York time, one Business Day immediately prior to (or such shorter time as agreed to by the Trustee and Administrative Agent in consultation with the Collateral CustodianLenders, including, in the case of a request for a Swing Loan, not later than 10:00 a.m. (New York City time) on) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing BaseMaximum Availability; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance Ad xxxxx must be at least equal to $500,000500,000 or an integral multiple of $100,000 in excess thereof;
(ii) the proposed date of such Advance;; and
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance. If Swing Lender has not elected to make a Swing Loan pursuant to Section 2.02(f), if applicable. On no later than 1:00 p.m. on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article IIISection 3.02, each Lender shall, in accordance with instructions received from the Borrower or the Administrative Agent, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Xxxxxx’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.[Reserved]
(d) Subject to Section 2.18 2.17 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to In the contrary herein (including, without limitation, case of a request for a Advance and so long as the occurrence aggregate amount of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on Swing Loans made since the last day of Settlement Date, minus all payments or other amounts applied to Swing Loans since the Reinvestment Periodlast Settlement Date, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in plus the amount of the requested Swing Loan, does not exceed $15,000,000, Swing Lender may, in its sole discretion, make an Advance (any such shortfall (Advance made by Swing Lender pursuant to this Section 2.02(f) being referred to as a “Swing Loan” and all such Advances being referred to as “Swing Loans”) available to the “Exposure Amount Shortfall”). Following receipt Borrower on the Advance Date applicable thereto by transferring, in same day funds, amount of a Notice of Borrowing (which shall specify that requested borrowing, by payment into the account details which the Borrower has designated in writing. Each Swing Loan will be deemed to be an Advance hereunder and shall be subject to all the terms and conditions (including Section 3.02) applicable to other Advances, except that all payments (including interest) on any Swing Loan will be payable to Swing Lender solely for its own account. Swing Lender will not make, and will not be obligated to make, any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the applicable conditions precedent set forth in Section 3.02 will not be satisfied on the requested Advance Date for the applicable borrowing, or (ii) the requested borrowing would cause the aggregate Advances Outstanding to exceed the Maximum Availability. Notwithstanding anything contained in this Section 2.02(f) or elsewhere in this Agreement to the contrary (i) Swing Lender shall not be obligated to make any Swing Loan in an amount that would, after giving effect to such Swing Loan, exceed the Swing Lender’s Commitment plus (solely to the extent used for the making of Swing Loans) the Swing Loan Excess Amount, less the aggregate outstanding amount of any Advances (including Swing Loans) funded by such Lender, and (ii) Swing Lender shall not be required to make any Swing Loan if after giving effect to such Swing Loan, the aggregate amount of Advances Outstanding would exceed the Maximum Availability. Upon its receipt of the documents required to be delivered to it pursuant to Section 3.02, Swing Lender shall be entitled to rely on the information contained therein, and shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3.02 have been satisfied on the Advance Date applicable thereto prior to making any Swing Loan. The Swing Loans will be secured by the Collateral, constitute Advances and Obligations, and bear interest at the rate applicable from time to time to the Advances.
(g) It is agreed that each Xxxxxx's funded portion of the Advances Outstanding is intended by the Lenders to equal, at all times, that Xxxxxx's Pro Rata Share of the Advances Outstanding. Such agreement notwithstanding, the Administrative Agent, Swing Lender, and the other Lenders agree (which agreement is not for the benefit of the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, including the Swing Loans, will take place on a periodic basis in accordance with the following provisions:
(i) The Administrative Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Administrative Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, and (2) with respect to Borrower’s payments or other amounts received, as to each by notifying the Lenders of such requested Settlement, no later than 2:00 p.m. (New York City time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date will include a summary statement of the amount of outstanding Advances and Swing Loans for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.21): (A) if the amount of the Advances (including Swing Loans) made by a Lender that is not a Defaulting Lender exceeds that Xxxxxx's Pro Rata Share of the Advances Outstanding (including Swing Loans) as of a Settlement Date, then the Administrative Agent shall, by no later than noon (New York City time) on the Settlement Date, transfer in immediately available funds to a deposit account of that Lender (as that Lender may designate) an amount such that each such Lender will, upon receipt of that amount, have as of the Settlement Date, its Pro Rata Share of the Advances Outstanding (including Swing Loans), and (B) if the amount of the Advances Outstanding (including Swing Loans) made by a Lender is less than that Xxxxxx's Pro Rata Share of the Advances Outstanding (including Swing Loans) as of a Settlement Date, then that Lender shall no later than noon (New York City time) on the Settlement Date transfer in immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders an amount such that each such Lender will, upon transfer of that amount, have as of the Settlement Date, its Pro Rata Share of the Advances Outstanding (including Swing Loans). All such amounts made available to the Administrative Agent under clause (B) of the immediately preceding sentence will be applied against the amounts of the applicable Swing Loans and, together with the portion of such Swing Loans representing Swing Lender's Pro Rata Share thereof, will constitute Advances of such Lenders. If any such amount is not made available to the Administrative Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, the Administrative Agent will be entitled to recover for its account such amount on demand from that Lender together with interest thereon at the rate applicable from time to time to the Advances.
(ii) In determining whether a Xxxxxx's balance of the Advances Outstanding and Swing Loans is less than, equal to, or greater than that Xxxxxx's Pro Rata Share of the Advances Outstanding and Swing Loans as of a Settlement Date, the Administrative Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by the Administrative Agent with respect to principal, interest, fees payable by the Borrower and allocable to the Lenders hereunder, and proceeds of Collateral.
(iii) Between Settlement Dates, the Administrative Agent, to the extent Swing Loans are outstanding, may pay over to the Administrative Agent or Swing Lender, as applicable, any payments or other amounts received by the Administrative Agent that in accordance with the terms of this Agreement would be applied to the reduction of the Advances Outstanding for application to the Swing Loans. Between Settlement Dates, the Administrative Agent, to the extent no Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by the Administrative Agent that in accordance with the terms of this Agreement would be applied to the reduction of the Advances Outstanding, for application to Swing Xxxxxx's Pro Rata Share of the Advances Outstanding. If, as of any Settlement Date, payments or other amounts of the Borrower received since the then immediately preceding Settlement Date have been applied to Swing Lender's Pro Rata Share of the Advances Outstanding other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to the Administrative Agent for the accounts of the Lenders, and the Administrative Agent shall pay to the Lenders (other than a Defaulting Lender if the Administrative Agent has implemented the provisions of Section 2.21), to be applied to the Advances Outstanding of such Lenders, an amount such that each such Lender will, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances Outstanding. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, and each Lender with respect to the Advances Outstanding other than Swing Loans, will be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, the Administrative Agent, or the Lenders, as applicable.
(iv) Anything in this Section 2.02(g) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, the Administrative Agent will be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, will be entitled to elect to implement the provisions set forth in Section 2.21.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp)
Procedure for Advances. (a) During On any Business Day during the Reinvestment applicable Availability Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the Borrowerunder a Term Loan Series, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof; provided if the Borrower rescinds any request prior to the funding of such proposed Advance, the Borrower shall be responsible for the Breakage Fees, if any, resulting from such rescission.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice upon delivery of a request for an Advance from the Borrower to the AgentAdministrative Agent and the Lenders, with a copy to the Trustee and the Collateral Custodian, no later than 2:00 p.m. two Business Days immediately prior to the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate for the Term Loan Series for which such Advance is to be made (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the Term Loan Series under which such Advance is to be made;
(ii) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding for the applicable Term Loan Series to exceed the Borrowing BaseMaximum Availability for such Term Loan Series (after giving effect to any Transfer effectuated from the use of proceeds thereof); provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(iiiii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iiiiv) with respect to the initial Advance of a Term Loan Series proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by origination, sale or contribution), a description of such Loan Asset and whether such Loan Asset is a Delayed Draw Loan Asset and a written certification of the Borrower that such Loan Asset is an Eligible Loan Asset and demonstrating compliance with the Collateral Quality Tests for such Loan Asset as set forth on Exhibit K; and
(v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date Advance Date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject obligation of each Lender under a Term Loan Series to Section 2.18 remit its Pro Rata Share of any Advance is several from that of each other Lender of such Term Loan Series and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence failure of any Eurodollar Disruption Event (any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligations hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)
Procedure for Advances. A. At the time of each Advance, there shall exist no default or Event of Default hereunder, and all representations and warranties made herein shall be true and correct on and as of each Advance Date with the same effect as if made on that date. Each Advance shall be made pursuant to a Draw Request submitted by Borrower to Agent on behalf of the Lenders.
B. Not later than 10:00 A.M. (aCentral time) During three (3) Euro Business Days prior to the Reinvestment PeriodAdvance Date if any portion of the requested Advance is desired by Borrower to be a LIBOR Rate Advance, and one Business Day prior to the Advance Date if any portion of the requested Advance is to be a Loan Rate Advance, Borrower shall deliver to Agent a request, in writing, designating the amount of such portion (in the minimum amount of $1,000,000.00 and in integral multiples of $100,000.00 in excess thereof) and designating the initial LIBOR Rate Period applicable thereto. If no such request is made by Borrower with respect to any Advance, the Note Purchaser will make Advances on any Business Day at the request of the Borrowerentire Advance shall be deemed to be a Loan Rate Advance.
C. On each Advance Date, subject to and in accordance with if all the terms and conditions of Sections 2.01 and 2.02 and subject this Agreement have been complied with by Borrower, to the provisions satisfaction of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with if no default or Event of Default exists hereunder, and if Agent has approved the Draw Request, each Lender shall advance to Agent its Commitment Percentage of the principal amount of the requested Advance by delivering to Agent a copy wire transfer of funds. Agent shall then forward the Advance to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing Borrower. All Advances actually so made shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such timebe loans to Borrower, shall be deemed to have been received on reduce the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use available amount of the proceeds thereof)Revolving Loan Commitment, and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Raterates provided herein from the date so advanced.
(d) Subject to Section 2.18 and D. Each Lender shall also have the other termsright, conditionsbut not the obligation, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, so long as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or exists hereunder, to advance to Agent the existence proceeds of any Advance for application to the satisfaction of any of Borrower's Obligations. Any Advance by a Lender for such purpose shall be part of the Loan and shall be evidenced and secured by the Loan Documents from the date made. Borrower hereby authorizes each Lender, so long as an Unmatured Event of Default exists hereunder, to hold, use, advance and apply Loan proceeds for the payment or a Borrowing Base Deficiency)performance of any obligation of Borrower hereunder, if, including but not limited to the obligation to pay interest on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)Loan.
Appears in 1 contract
Procedure for Advances. (a) During Subject to the Reinvestment Periodlimitations set forth in Section 2.01, the Note Purchaser will make Advances on any Business Day Borrower may request an Advance from the Lenders, in an aggregate amount up to the Availability as of such date, by delivering at the request specified times the information and documents set forth in this Section 2.02. Upon receipt of such information and documents, the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject Administrative Agent will provide notification to the provisions of Article III hereofLenders with respect thereto.
(b) Each The Borrower (or the Collateral Manager on its behalf) shall deliver a Collateral Manager Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower Date Report to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent on a Business Day if delivered no later than 5:00 p.m. 11:00 a.m. (New York City timei)
(c) on such Business Day and if not delivered by such timeOn the proposed Advance Date, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated subject to the date such Advance is requested limitations set forth in Section 2.01 and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, (i) each Lender shall make available to the Borrower on the applicable Advance Date Administrative Agent in same day funds, at such bank or other location reasonably designated by the Administrative Agent from time to time, an amount allocated to the Lender’s Pro Rata Share of the least of (A) the amount of requested by the Borrower for such Advance, by payment into (B) the account which the Borrower has designated aggregate unused Commitments then in writing; provided that, with respect to effect and (C) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to the Exposure Amount Shortfall maximum amount that would not result in same day funds any Borrowing Base Deficiency on such Advance Date (after giving effect to the Unfunded Exposure Account.
use of such Advance for the purchase of Eligible Collateral Assets) and (cii) The Advances the Administrative Agent shall bear interest make the aggregate amount received from the Lenders available to the Borrower in the applicable Principal Collection Account at such bank or other location reasonably designated by Borrower in the Yield RateNotice of Borrowing given pursuant to this Section 2.02.
(d) On each Advance Date, the obligation of each Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
(e) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorPeriod.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base DeficiencyDefault), if, on upon the last day earlier to occur of the end of the Reinvestment PeriodPeriod or the Commitment Termination Date, the amount on deposit in the Unfunded Exposure Reserve Account is less than the aggregate of all Net Aggregate Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall covenants and agrees to fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).in
Appears in 1 contract
Samples: Loan and Servicing Agreement (KKR Enhanced US Direct Lending Fund-L Inc.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on On any Business Day at during the Revolving Period (unless a Suspension Period), the Borrower may request of that the BorrowerLenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing the Borrower shall be deemed to have been received by the Agent on a Business Day if delivered no later not request same day funding more than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessonce in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance);
(iii) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Conduit Lender may, or the related Liquidity Banks, as applicable, and the Institutional Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s ratable share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Solar Senior Capital Ltd.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the The Borrower shall request an Advance by delivery of the Borrower, subject to and in accordance with the terms and conditions a Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the AgentAdministrative Agent and Lenders, with a copy to the Trustee Facility Servicer, no later than 2:00 p.m. two Business Days immediately prior to the proposed date of such Advance (or such shorter period of time agreed to by the Lenders and the Collateral Custodian, Administrative Agent in the form of a Notice of Borrowingtheir sole discretion); provided that such if the proposed date of the initial Advance is the Closing Date, the Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessinitial Advance may be delivered on the Closing Date. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Quarterly LTV Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specifycertify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000250,000;
(ii) that such Advance would not cause (A) the aggregate Advances made hereunder (without giving effect to any repayment or prepayment thereof) to exceed the Total Facility Amount or (B) LTV to exceed 55% on the date of such Advance (after giving effect to such Advance and any Transfer effectuated from the use of proceeds thereof);
(iii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iiiiv) a representation that detailed instructions as to where the proceeds of such Advance are to be deposited or transferred; and
(v) all conditions precedent for an such Advance described in Article III hereof have been satisfied; andsatisfied or will be satisfied on the proposed date of such Advance.
(ivb) Promptly upon receipt of a Notice of Borrowing, the amount Administrative Agent shall notify the Lenders of cash that will be funded into the Unfunded Exposure Account in connection with requested Advance and each Lender shall make the Advance, if applicableAdvance on the terms and conditions set forth herein. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), . Any funds held by the Note Purchaser Administrative Agent shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Accountbe held uninvested.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject obligation of each Lender to Section 2.18 remit its Pro Rata Share of any Advance is several from that of each other Lender and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence failure of any Eurodollar Disruption Event (any Lender to so make such determination to be communicated amount available to the Borrower by written notice from shall not relieve any other Lender of its obligations hereunder. In no event shall the Administrative Agent promptly after the Agent learns of such event), have any liability or of the effect of obligation to fund any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorAdvance.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Exantas Capital Corp.)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from in the Borrower form of a Notice of Borrowing to the Administrative Agent, with a copy to the Trustee Lenders, the Collateral Agent and the Collateral Custodian, in no later than 11:00 a.m. at least one (1) Business Day before the form of a Notice of BorrowingBusiness Day on which the Advance is to be made; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 p.m. (New York City time) 11:00 a.m. on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable; and
(v) whether such Advance should be remitted to the Principal Collection Account or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the (x) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the Principal Collection Account (or, prior to the occurrence of an Event of Default, otherwise the account which the Borrower has designated in writing; provided that, with respect to ) or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “"Unfunded Exposure Amount Shortfall”"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s 's failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default.
Appears in 1 contract
Procedure for Advances. (a) During On any Business Day during the Reinvestment Revolving Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the BorrowerAdvances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III Section 3.02 hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery (which may be by electronic mail) of an irrevocable written notice Notice of Borrowing from the Borrower to the Agent, with Administrative Agent (who shall deliver a copy to each Lender), no later than 10:00 a.m., New York time, one Business Day immediately prior to (or such shorter time as agreed to by the Trustee and Administrative Agent in consultation with the Collateral CustodianLenders, including, in the case of a request for a Swing Loan, not later than 10:00 a.m. (New York City time) on) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing BaseMaximum Availability; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000500,000 or an integral multiple of $100,000 in excess thereof;
(ii) the proposed date of such Advance;; and
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance. If Swing Lender has not elected to make a Swing Loan pursuant to Section 2.02(f), if applicable. On no later than 1:00 p.m. on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article IIISection 3.02, each Lender shall, in accordance with instructions received from the Borrower or the Administrative Agent, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Xxxxxx’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest during the Interest Period at a rate per annum equal to the Yield Rateproduct of (i) the Interest Rate for such Interest Period multiplied by (ii) the weighted average daily Advances Outstanding for such Interest Period. Interest shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the Interest Period over a year comprised of 360 days.
(d) Subject to Section 2.18 2.17 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to In the contrary herein (including, without limitation, case of a request for a Advance and so long as the occurrence aggregate amount of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on Swing Loans made since the last day of Settlement Date, minus all payments or other amounts applied to Swing Loans since the Reinvestment Periodlast Settlement Date, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in plus the amount of the requested Swing Loan, does not exceed $15,000,000, Swing Lender may, in its sole discretion, make an Advance (any such shortfall (Advance made by Swing Lender pursuant to this Section 2.02(f) being referred to as a “Swing Loan” and all such Advances being referred to as “Swing Loans”) available to the “Exposure Amount Shortfall”). Following receipt Borrower on the Advance Date applicable thereto by transferring, in same day funds, amount of a Notice of Borrowing (which shall specify that requested borrowing, by payment into the account details which the Borrower has designated in writing. Each Swing Loan will be deemed to be an Advance hereunder and shall be subject to all the terms and conditions (including Section 3.02) applicable to other Advances, except that all payments (including interest) on any Swing Loan will be payable to Swing Lender solely for its own account. Swing Lender will not make, and will not be obligated to make, any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the applicable conditions precedent set forth in Section 3.02 will not be satisfied on the requested Advance Date for the applicable borrowing, or (ii) the requested borrowing would cause the aggregate Advances Outstanding to exceed the Maximum Availability. Notwithstanding anything contained in this Section 2.02(f) or elsewhere in this Agreement to the contrary (i) Swing Lender shall not be obligated to make any Swing Loan in an amount that would, after giving effect to such Swing Loan, exceed the Swing Lender’s Commitment plus (solely to the extent used for the making of Swing Loans) the Swing Loan Excess Amount, less the aggregate outstanding amount of any Advances (including Swing Loans) funded by such Lender, and (ii) Swing Lender shall not be required to make any Swing Loan if after giving effect to such Swing Loan, the aggregate amount of Advances Outstanding would exceed the Maximum Availability. Upon its receipt of the documents required to be delivered to it pursuant to Section 3.02, Swing Lender shall be entitled to rely on the information contained therein, and shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3.02 have been satisfied on the Advance Date applicable thereto prior to making any Swing Loan. The Swing Loans will be secured by the Collateral, constitute Advances and Obligations, and bear interest at the rate applicable from time to time to the Advances.
(g) It is agreed that each Xxxxxx’s funded portion of the Advances Outstanding is intended by the Lenders to equal, at all times, that Xxxxxx’s Pro Rata Share of the Advances Outstanding. Such agreement notwithstanding, the Administrative Agent, Swing Lender, and the other Lenders agree (which agreement is not for the benefit of the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, including the Swing Loans, will take place on a periodic basis in accordance with the following provisions:
(i) The Administrative Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Administrative Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, and (2) with respect to Borrower’s payments or other amounts received, as to each by notifying the Lenders of such requested Settlement, no later than 2:00 p.m. (New York City time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date will include a summary statement of the amount of outstanding Advances and Swing Loans for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.21): (A) if the amount of the Advances (including Swing Loans) made by a Lender that is not a Defaulting Lender exceeds that Xxxxxx’s Pro Rata Share of the Advances Outstanding (including Swing Loans) as of a Settlement Date, then the Administrative Agent shall, by no later than noon (New York City time) on the Settlement Date, transfer in immediately available funds to a deposit account of that Lender (as that Lender may designate) an amount such that each such Lender will, upon receipt of that amount, have as of the Settlement Date, its Pro Rata Share of the Advances Outstanding (including Swing Loans), and (B) if the amount of the Advances Outstanding (including Swing Loans) made by a Lender is less than that Xxxxxx’s Pro Rata Share of the Advances Outstanding (including Swing Loans) as of a Settlement Date, then that Lender shall no later than noon (New York City time) on the Settlement Date transfer in immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders an amount such that each such Lender will, upon transfer of that amount, have as of the Settlement Date, its Pro Rata Share of the Advances Outstanding (including Swing Loans). All such amounts made available to the Administrative Agent under clause (B) of the immediately preceding sentence will be applied against the amounts of the applicable Swing Loans and, together with the portion of such Swing Loans representing Swing Lender’s Pro Rata Share thereof, will constitute Advances of such Lenders. If any such amount is not made available to the Administrative Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, the Administrative Agent will be entitled to recover for its account such amount on demand from that Lender together with interest thereon at the rate applicable from time to time to the Advances.
(ii) In determining whether a Xxxxxx’s balance of the Advances Outstanding and Swing Loans is less than, equal to, or greater than that Xxxxxx’s Pro Rata Share of the Advances Outstanding and Swing Loans as of a Settlement Date, the Administrative Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by the Administrative Agent with respect to principal, interest, fees payable by the Borrower and allocable to the Lenders hereunder, and proceeds of Collateral.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lender will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and this 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each LIBOR Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from in the Borrower form of a Notice of Borrowing to the Administrative Agent, with a copy to the Trustee and the Collateral Custodian, in no later than 1:00 p.m. at least three Business Days before the form of a Notice of BorrowingBusiness Day on which the LIBOR Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received by on the following Business Day. For each Base Rate Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative Agent on a Business Day if delivered no later than 5:00 1:00 p.m. (New York City time) at least one Business Day before the Business Day on which the Base Rate Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Administrative Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of Advance Date and whether such Advance will be a LIBOR Advance or a Base Rate Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and
(v) whether such Advance should be remitted to the Advance Funding Account or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shallapplicable Advance Date, upon satisfaction of the applicable conditions set forth in Article III, the Lender shall, in accordance with instructions received by the Administrative Agent, either (i) make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the amount of such Advance, by payment into the account which Advance Funding Account and/or (ii) remit in same day funds the Borrower has designated in writingamount of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser Lender shall remit (to the extent required thereby) the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances Each LIBOR Advance shall bear interest at the applicable LIBOR Yield Rate. The Base Rate Advances Outstanding shall bear interest at the Base Rate Yield Rate. The Borrower may request that the Administrative Agent convert any Base Rate Advance, in whole and not in part, to a LIBOR Advance by delivering a Conversion Notice to the Administrative Agent no later than 1:00 p.m. at least three Business Days’ before the LIBOR Conversion Date on which such Base Rate Advance is to be converted into a LIBOR Advance. The Borrower may request that the Administrative Agent convert any LIBOR Advance, in whole and not in part, to a Base Rate Advance by (i) delivering a Conversion Notice to the Administrative Agent no later than 1:00 p.m. at least three Business Days’ before the Base Rate Conversion Date (which shall be a Payment Date on which the Interest Period for such LIBOR Advance ends) on which such LIBOR Advance is to be converted into a Base Rate Advance and (ii) paying in full any Breakage Fees (solely to the extent the Base Rate Conversion Date occurs on any day other than a Payment Date or with less than three Business Days’ prior written notice to the Administrative Agent).
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, including without limitation, limitation the payment of the Make-Whole PremiumPremium and Breakage Fees, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and fee or premium after the Restatement Date end of the Reinvestment Period and prior to the Facility Maturity Date.
(e) Determinations A determination by the Note Purchaser SMBC of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), ifIf, on the last day of the Reinvestment PeriodPeriod (or within three Business Days after the occurrence of an Event of Default if the Reinvestment Period ends due to the occurrence of an Event of Default), the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made availableas described in clause (ii) below), the Note Purchaser Lender shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, including without limitation, limitation (a) the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02, (b) the occurrence of an Event of Default or (c) the existence of (x) an Unmatured Event of Default or (y) a Borrowing Base Deficiency); provided that:
(i) the Lender may fund such Exposure Amount Shortfall in its sole discretion to the extent that doing so would cause the Lender to make an Advance that would result in the aggregate outstanding principal amount of the Advances to exceed the Maximum Facility Amount (without taking into account the proviso set forth in the definition thereof);
(ii) the Borrower shall have caused a properly completed Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available) to be delivered to the Administrative Agent (with a copy from the Administrative Agent to the Lender) on a timely basis; and
(iii) to the extent the Reinvestment Period has ended due to the occurrence of an Event of Default, the Lender shall have a funding obligation with respect to the Exposure Amount Shortfall under this Section 2.02(f) solely to the extent that (1) the Borrower shall have, prior to the date of such funding obligation, deposited an amount not less than the Unfunded Exposure Equity Amount in the Unfunded Exposure Account pursuant to Section 2.04(d)(vi) or by an equity contribution by Ares or by any combination of those two methods and (2) such funds, as of the date of such funding, remain on deposit in the Unfunded Exposure Account. For the avoidance of doubt, the Borrower shall not be required to fund the Unfunded Exposure Account unless and until the occurrence of an Event of Default or the last day of the Reinvestment Period or as required to prevent the occurrence of a Borrowing Base Deficiency. For the further avoidance of doubt, any obligation of the Lender to make an Advance pursuant to this Section 2.02(f) shall be without prejudice to the obligation of the Borrower to cure any Borrowing Base Deficiency that exists prior to such Advance or results therefrom.
(g) Notwithstanding anything to the contrary set forth herein, the Notice of Borrowing for the Initial Advance shall not be delivered prior to the first Business Day after the Closing Date.
Appears in 1 contract
Procedure for Advances. (a) During On any Business Day during the Reinvestment Revolving Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the BorrowerAdvances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent, the Collateral Administrator and the Collateral Custodian, no later than 2:00 p.m. on the Business Day immediately prior to the proposed date of such Advance (which shall be a Business Day) or, with respect to an Advance related to a Qualifying Revolving Loan, and no more than 5 times per calendar month, no later than 10:00 a.m. on the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance);
(iii) with respect to an Advance proposed to be funded in connection with the Pledge of a Loan Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On No later than 1:00 p.m. on the date of each Advance that was requested at least one Business Day prior, and no later than 2:00 p.m. on the date of each Advance that was requested on the same Business Day as such Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Conduit Lender may, or the related Liquidity Banks, as applicable, and the Institutional Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s ratable share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the The Administrative Borrower shall request an Advance by delivery of the Borrower, subject to and in accordance with the terms and conditions a Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent, with a copy to the Trustee and the Collateral CustodianServicer, for Advances in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered Dollars, no later than 5:00 2:00 p.m. three (New York City time3) on U.S. Government Securities Business Days prior to the proposed date of such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks Advance (or other replacement) website such shorter period of time agreed to which by the Administrative Agent has accessand the Majority Lenders). Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify:
certify as to the following: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
1,000,000 or a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments; (ii) the proposed date of such Advance;
Advance (which must be a Business Day); (iii) a representation that no Event of Default or Market Trigger Event has occurred and is continuing as of the date of the Notice of Borrowing or will occur from such Advance; (iv) detailed wire instructions as to where the proceeds of such Advance are to be deposited or transferred; and (v) all conditions precedent for an such Advance described in Article III hereof have been satisfied; andsatisfied or waived, as applicable.
(ivb) Promptly upon receipt of a Notice of Borrowing, the amount Administrative Agent shall notify the Lenders of cash that will be funded into the Unfunded Exposure Account in connection with requested Advance. The Lenders shall make the AdvanceAdvance on the terms and conditions set forth herein. No later than 12:00 p.m., if applicable. On on the date Advance Date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent or the Servicer, as applicable, from the Administrative Borrower in accordance with the Notice of Borrowing, make available to (x) the Borrower on Co‐Borrowers or (y) the applicable Advance Date Administrative Agent, in each case, as determined by the Majority Lenders, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Administrative Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f(if clause (x) of this clause (b) is applicable) or the Administrative Agent (if clause (y) of this clause (b) is applicable), the Note Purchaser shall remit the Advance equal most recently designated by it for such purpose by notice to the Exposure Amount Shortfall Lenders. If clause (y) of this clause (b) is applicable, then upon receipt of all requested funds, the Administrative Agent will make such Advance available to the account(s) of the Co‐Borrower(s) to which the proceeds of such Borrowing should be transferred in same day funds by promptly wiring the amounts so received, in like funds, to an account designated in the applicable Notice of Borrowing. Notwithstanding the foregoing, in the event that Lenders fund the Advance directly to the Unfunded Exposure Account.Co‐Borrowers on the Closing Date, then unless Administrative Borrower has notified the Administrative Agent in writing (which notification may be by email) by not later than 5:00 p.m. on the Closing Date that it has not received such funds pursuant to the Notice of Borrowing USActive 58800445.158806140.10 -43- SK 28388 0001 10656366 v3
(c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Co‐ Borrowers shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder.
(d) [Reserved].
(e) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitationherein, the payment of the Make-Whole PremiumCo‐Borrowers may borrow, as applicable), the Borrower may (i) borrow repay or prepay and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and fee or premium (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent except as expressly set forth in Section 3.02)herein) during the Availability Period.
Appears in 1 contract
Samples: Loan and Servicing Agreement (White Mountains Insurance Group LTD)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s irrevocable deliver a written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Administrator, the Collateral Agent and the Collateral Custodian, no later than 10:00 a.m.
(i) in the case of a Dollar Advance, at least one (1) U.S. Government Securities Business Day before the U.S. Government Securities Business Day on which the Advance is to be made, or (ii) in the case of an Alternative Currency Advance, two (2) Business Days before the Business Day on which such Alternative Currency Advance is to be made; provided that that, if such Notice of Borrowing is delivered later than 10:00 a.m. on such U.S. Government Securities Business Day or Business Day, as applicable, such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following U.S. Government Securities Business Day or Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessas applicable. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,0001,000,000 (or such smaller amount as the Administrative Agent may consent to in its sole discretion);
(ii) the proposed date of such Advance;
(iii) the Eligible Currency;
(iv) a representation that all conditions precedent for an Advance described in Article III hereof shall have been satisfied; andsatisfied as of such date or not later than the proposed date of such Advance;
(ivv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable; and
(vi) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out-of-pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the (x) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default.
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s irrevocable deliver a written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 2:00 p.m. at least one (1) Business Day before the Business Day on which the Advance is to be made; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 p.m. (New York City time) on the time set forth above, such Business Day and if not delivered by such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include USActive 55323723.3 a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash cash, if any, that will be funded by the Transferor or the Borrower into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable; and
(v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the (x) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which Principal Collection Subaccount or (y) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Borrower has designated in writingCollateral Agent into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender's Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.20 of this Agreement.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), ifIf, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “"Unfunded Exposure Amount Shortfall”"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure USActive 00000000.3 Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.
Appears in 1 contract
Samples: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject Subject to and in accordance with the terms and conditions set forth in this Agreement, and provided that no Default or Event of Sections 2.01 and 2.02 and subject Default shall then exist, Lender hereby agrees to make Advance(s) to Borrower under the provisions Credit Facility upon Lxxxxx's receipt of Article III an Advance Request, as hereinafter provided in this Section 2.5. Upon Lender's receipt of an Advance Request made, or deemed to have been made, by Borrower, in accordance with Section 2.4 hereof.
(b) Each , Lender shall have until the close of business on the Business Day immediately following Lxxxxx's receipt of such Advance Request to disburse the proceeds of any such Advance so requested, in accordance with Section 2.6 of this Agreement; provided, that, such Advance Request shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agentmade, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing or shall be deemed to have been received by made, on or before 11:00 a.m. Eastern time on the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such immediately preceding the Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to of the Advance requested thereby; and provided further, that, an ACH may take one (1) additional Business Day to post.
(b) Notwithstanding, and without in any way limiting, the use foregoing provisions of the proceeds thereofclause (a) of this Section 2.5, as an accommodation to Borrower, Lender may, in its sole discretion, permit Borrower to submit Advance Request(s), and any corresponding instructions, authorizations, agreements or reports to Lender, via electronic transmittal (i.e., by means of electronic communication reasonably acceptable to Lender, in its sole discretion). Lender shall specify:
(i) the aggregate amount of such Advancehave no liability to Borrower for any loss or damage suffered by Borrower, which amount shall not cause the Advances Outstanding its employees, agents, members, or designees, as a result of, due to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account or arising in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available Lxxxxx's election to the Borrower on the applicable honor any Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein Request (including, without limitation, Lxxxxx's execution of any instructions, authorizations or agreements or reliance upon any reports) communicated to Lender electronically and purporting to have been sent to Lender by Borrower, nor shall Lender have any duty to verify the payment origin of any such communication or the authority of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePerson sending it.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Procedure for Advances. (a) During The Borrower shall request an Advance by delivery of a Notice of Borrowing to the Reinvestment PeriodAdministrative Agent, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject to Calculation Agent and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the AgentInitial Lender, with a copy to each Lender, other than the Trustee Initial Lender and the Collateral Custodianits Affiliates, for, Advances in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered U.S. Dollars, no later than 5:00 1:00 p.m. two (New York City time2) on Business Days prior to the proposed date of such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks Advance (or other replacement) website such shorter period of time agreed to which by the Agent has accessLenders in their sole discretion in connection with any Advance). Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify:
: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
500,000 and the Advance will be funded in U.S. Dollars; (ii) the proposed date of such Advance;
Advance (which must be a Business Day); (iii) a representation that all conditions precedent with respect to any Advance other than the Initial Advance, the purpose for an which the proceeds of such Advance described in Article III hereof have been satisfiedare to be used, as permitted by this Agreement; and
(iv) if the amount proceeds of cash that will such Advance are to be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available used to the Borrower on the applicable Advance Date in same day fundsfund a Delayed Draw, the amount of such AdvanceDelayed Draw and the Delayed Draw Portfolio Asset to which it applies; (v) if the proceeds of such Advance are to be used in connection with the Transfer of a Portfolio Asset (A) a description of such Portfolio Asset, by payment into (B) whether such Portfolio Asset is a Delayed Draw Portfolio Asset, and if such Portfolio Asset is a Delayed Draw Portfolio Asset, the account which maximum amount of Delayed Draws to be made thereunder after the Borrower has designated in writing; provided thatCut‐Off Date therefor, (C) whether such Portfolio Asset is an Eligible Portfolio Asset, and if such Portfolio Asset is an Eligible Portfolio Asset, whether it is a Senior Loan, a Junior Loan, an Asset Based Loan, a Recurring Revenue Loan, or a Senior Note and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect to an Advance funded pursuant to Section 2.02(f)thereto, the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations each case by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or delivering a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit Loan Asset Checklist substantially in the Unfunded Exposure Account is less than the aggregate form of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).Exhibit C;
Appears in 1 contract
Samples: Loan and Servicing Agreement (Carlyle Secured Lending III)
Procedure for Advances. (a) During Until the Reinvestment Periodoccurrence of the Facility Maturity Date, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow and reborrow Advances without any penaltyborrow, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay and reborrow Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on upon the last day occurrence of the Reinvestment Periodan Event of Default, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Procedure for Advances. (a) During Until the Reinvestment Periodoccurrence of the Facility Maturity Date, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Closing Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on upon the last day occurrence of the Reinvestment Periodan Event of Default, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s irrevocable deliver a written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 12:00 p.m.
(i) at least one (1) Business Day before the proposed Advance Date for Dollar Advances, (ii) at least two (2) Business Days before the Business Day on which the Advance is to be made for CAD Advances, Euro Advances, GBP Advances, DKK Advances, NOK Advances and SEK Advances or (iii) at least three (3) Business Days before the Business Day on which the Advance is to be made for AUD Advances and NZD Advances; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 12:00 p.m. (New York City time) on such Business Day and if not delivered by Day, in the case of Dollar Advances, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,0001,000,000 in such Eligible Currency;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash cash, if any, that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable;
(v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account; and
(vi) the proposed Eligible Currency of such Advance. Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out of pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower Borrower, no later than 2:00 p.m. on such date (and amounts received after 2:00 p.m. will be deemed to have been received the applicable Advance Date in same day fundsfollowing Business Day), the (x) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default; provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate) and, as applicable for such Eligible Currency, the Borrowing Base (AUD), the Borrowing Base (CAD), the Borrowing Base (DKK), the Borrowing Base (EUR), the Borrowing Base (GBP), the Borrowing Base (NOK), the Borrowing Base (NZD) or the Borrowing Base (SEK), each as then in effect.
Appears in 1 contract
Samples: Loan and Servicing Agreement (HPS Corporate Lending Fund)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from For each Advance, the Borrower shall deliver an irrevocable Notice of Borrowing to the AgentAdministrative Agent and each Lender, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in no later than 10:00 a.m. at least two (2) Business Days before the form of a Notice of BorrowingBusiness Day on which the Advance is to be made; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 p.m. (New York City time) 10:00 a.m. on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specifyinclude:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,0001,000,000;
(ii) the proposed date of such Advance;; and
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date set forth in the applicable Notice of Borrowing for each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure AccountPrincipal Collection Subaccount.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Owl Rock Capital Corp)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the The Borrower shall request an Advance by delivery of the Borrower, subject to and in accordance with the terms and conditions a Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent, with a copy to the Trustee Calculation Agent for, Advances in U.S. Dollars, with respect to Benchmark Loans and the Collateral CustodianBase Rate Loans, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 1:00 p.m. two (New York City time2) on Business Days prior to the proposed date of such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other replacement) website to which the Agent has accessAdvance). Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000500,000 and the Advance will be funded in U.S. Dollars;
(ii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iii) with respect to any Advance other than the Initial Advance, the purpose for which the proceeds of such Advance are to be used, as permitted by this Agreement;
(iv) if the proceeds of such Advance are to be used to fund a representation that Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies;
(v) if the proceeds of such Advance are to be used in connection with the Transfer of a Portfolio Asset (A) a description of such Portfolio Asset, (B) whether such Portfolio Asset is a Delayed Draw Portfolio Asset, and if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut‐Off Date therefor, (C) whether such Portfolio Asset is an Eligible Portfolio Asset, and if such Portfolio Asset is an Eligible Portfolio Asset, whether it is a Senior Loan, a Senior Note, a Junior Loan or an Asset Based Loan and (D) the amount of the fees and expenses of Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C;
(vi) detailed instructions as to where the proceeds of such Advance are to be deposited or transferred;
(vii) whether such Advance will be a Base Rate Loan or a Benchmark Loan; and
(viii) all conditions precedent for an such Advance described in Article III hereof have been satisfied; and.
(ivb) Promptly upon receipt of a Notice of Borrowing, the amount Administrative Agent shall notify the Lenders of cash that will be funded into the Unfunded Exposure Account in connection with the requested Advance, if applicableand each Lender shall make the Advance on the terms and conditions set forth herein. On the date Advance Date of each such Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with -45- instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Xxxxxx’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder.
(d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, on and after fee or premium during the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations Each conversion of Advances from the Benchmark to the Base Rate or from the Base Rate to the Benchmark shall be made upon the Borrower’s irrevocable written notice to the Administrative Agent and Calculation Agent. Each such notice must be received by the Note Purchaser Administrative Agent and Calculation Agent not later than 1:00 p.m. three (3) Business Days prior to the requested date of any conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and shall be deemed to be approved by the Lenders. Each notice by the Borrower pursuant to this Section 2.02(e) must be made by delivery to the Administrative Agent and Calculation Agent of a Notice of Borrowing, appropriately completed and signed by a Responsible Officer of the existence Borrower. Each Advance of, or conversion to, Benchmark Loans shall be in a principal amount of any Eurodollar Disruption Event $500,000 or a whole multiple of $500,000 in excess thereof, or if less, the remainder of the Advance. Each Advance of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or if less, the remainder of the Advance. Each notice of conversion shall specify (any such determination i) whether the Borrower is requesting a conversion, (ii) the requested date of the conversion (which shall be a Business Day) and (iii) the principal amount of Advances to be communicated converted. Following receipt of such notice, the Calculation Agent shall determine the amount of Advances for each Lender and provide notice of same to the Borrower by written Administrative Agent who shall promptly provide such notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorto each Lender.
(f) Notwithstanding anything to the contrary herein (includingExcept as otherwise provided herein, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, Benchmark Loan may be converted only on the last day of an Interest Period for such Benchmark Loan.
(g) The Calculation Agent shall promptly notify the Reinvestment PeriodBorrower, the amount on deposit in Administrative Agent and the Unfunded Exposure Account is less than Lenders of the aggregate interest rate applicable to any Interest Period for Benchmark Loans upon determination of all Exposure Amountssuch interest rate. At any time that Base Rate Loans are outstanding, the Calculation Agent shall notify the Borrower shall request an Advance and the Lenders of any change to the Prime Rate used in determining the amount Base Rate promptly following the public announcement of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)change.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)
Procedure for Advances. (a) During The Borrower shall request an Advance by delivery of a Notice of Borrowing to the Reinvestment PeriodAdministrative Agent, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject to Calculation Agent and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the AgentInitial Lender, with a copy to each Lender, other than the Trustee Initial Lender and its Affiliates, for, Advances in U.S. Dollars, (i) with respect to Benchmark Loans, no later than 1:00 p.m. two (2) Business Days prior to the Collateral Custodianproposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance) and (ii) with respect to Base Rate Loans, no later than 11:00 a.m. one Business Day prior to the form proposed date of a Notice of Borrowingsuch Advance; provided that such Notice at no time shall Advances Outstanding made upon notice set forth in this clause (ii) exceed 15% of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessMaximum Facility Amount. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000500,000 and the Advance will be funded in U.S. Dollars;
(ii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iii) with respect to any Advance other than the Initial Advance, the purpose for which the proceeds of such Advance are to be used, as permitted by this Agreement;
(iv) if the proceeds of such Advance are to be used to fund a representation Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies;
(v) if the proceeds of such Advance are to be used in connection with the Transfer of a Portfolio Asset (A) a description of such Portfolio Asset and whether such Portfolio Asset is a Delayed Draw Portfolio Asset and whether it is a Senior Loan, a Junior Loan, an Asset Based Loan, or a Recurring Revenue Loan, (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut-Off Date therefor, (C) that such Portfolio Asset is an Eligible Portfolio Asset and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C;
(vi) detailed instructions as to where the proceeds of such Advance are to be deposited or transferred;
(vii) whether such Advance will be a Base Rate Loan or a Benchmark Loan; and
(viii) all conditions precedent for an such Advance described in Article III hereof have been satisfied; and.
(ivb) Promptly upon receipt of a Notice of Borrowing, the amount Administrative Agent shall notify the Lenders (other than the Initial Lender) of cash that will be funded into the Unfunded Exposure Account in connection with the requested Advance, if applicableand each Lender shall make the Advance on the terms and conditions set forth herein. On the date Advance Date of each such Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Xxxxxx's Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser . The Account Bank shall remit the Advance equal provide notice to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure AccountAdministrative Agent upon receipt of each Lender's Pro Rata Share of such Advance.
(c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at not relieve any other Lender of its obligations hereunder. In no event shall the Yield RateAdministrative Agent have any liability or obligation to fund any Advance.
(d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, on and after fee or premium during the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations Each conversion of Advances from the Benchmark to the Base Rate or from the Base Rate to the Benchmark shall be made upon the Borrower's irrevocable written notice to the Administrative Agent, Calculation Agent and Initial Lender. Each such notice must be received by the Note Purchaser Administrative Agent, Calculation Agent and Initial Lender not later than (i) 1:00 p.m. three (3) Business Days prior to the requested date of any conversion to Benchmark Loans or (ii) 1:00 p.m. one Business Day prior to the requested date of any conversion of Benchmark Loans to Base Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and shall be deemed to be approved by the Lenders. Each notice by the Borrower pursuant to this Section 2.02(e) must be made by delivery to the Administrative Agent, Calculation Agent and Initial Lender of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the existence Borrower. Each Advance of, or conversion to, Benchmark Loans shall be in a principal amount of any Eurodollar Disruption Event $500,000 or a whole multiple of $500,000 in excess thereof, or if less, the remainder of the Advance. Each Advance of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or if less, the remainder of the Advance. Each notice of conversion shall specify (any such determination i) whether the Borrower is requesting a conversion, (ii) the requested date of the conversion (which shall be a Business Day) and (iii) the principal amount of Advances to be communicated converted. Following receipt of such notice, the Calculation Agent shall determine the amount of Advances for each Lender and provide notice of same to the Borrower by written Administrative Agent who shall promptly provide such notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorto each Lender.
(f) Notwithstanding anything to the contrary herein (includingExcept as otherwise provided herein, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, Benchmark Loan may be converted only on the last day of an Interest Period for such Benchmark Loan.
(g) The Administrative Agent shall promptly notify the Reinvestment PeriodBorrower, the amount on deposit in Calculation Agent and the Unfunded Exposure Account is less than Lenders of the aggregate interest rate applicable to any Interest Period for Benchmark Loans upon determination of all Exposure Amountssuch interest rate. At any time that Base Rate Loans are outstanding, the Borrower Administrative Agent shall request an Advance notify the Borrower, the Calculation Agent and the Lenders of any change to the Prime Rate used in determining the amount Base Rate promptly following the public announcement of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)change.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Carlyle Secured Lending III)
Procedure for Advances. (a) During Subject to the Reinvestment Periodlimitations set forth in Section 2.01(b), the Note Purchaser will make Advances on any Business Day Borrower may request an Advance from the Lenders by delivering at the request of specified times the Borrower, subject to information and documents set forth in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofthis Section 2.02.
(b) Each Advance shall be made on No later than 3:00 p.m. at least one (1) Business Day’s irrevocable written notice from Day and not more than five (5) Business Days prior to the proposed Advance Date, the Borrower shall, or shall cause the Collateral Manager to, deliver:
(i) to the Agent, Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form ) written notice of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. proposed Advance Date (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include including a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:;
(iii) to the aggregate Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(iii) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian) a duly completed Notice of Borrowing which shall (A) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
500,000 (iior, with respect to any Delayed Draw Loan or Revolving Loan, the amount of the draw request made by the applicable Obligor), to be allocated to each Lender in accordance with its Pro Rata Share, (B) specify the proposed date of Advance Date for such Advance;
, (iiiC) specify the Loan(s), if any, to be financed on such Advance Date (including the appropriate file number, a description of the Obligor, original loan balance, Outstanding Balance, Assigned Value and Purchase Price for each Loan and identifying each Loan by type and proposed Advance Rate applicable to each such Loan), (D) with respect to any Delayed Draw Loan or Revolving Loan, include the Unfunded Exposure Amount with respect to such Loan and the draw request made by the applicable Obligor, (E) specify the Interest Period for such Advance (which shall be a period contemplated by the definition of “Interest Period” and permitted under Section 2.02(h)) and (F) include a representation that all conditions precedent for an Advance described in Article III hereof have been satisfiedmet. Each Notice of Borrowing shall be irrevocable; andprovided that upon receipt of notice of a Eurodollar Disruption Event, the Borrower may revoke any pending request for an Advance of, or continuation of an Advance at LIBOR.
(iv) If any Notice of Borrowing is received by the Administrative Agent after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested or on a day that is not a Business Day, such Notice of Borrowing shall be deemed to be received by the Administrative Agent at 9:00 a.m. on the next Business Day.
(v) Promptly following receipt of a Notice of Borrowing in accordance with this Section 2.02, the Administrative Agent shall advise each Lender of the details thereof and of the amount of cash that will such Lender’s Advance to be funded into the Unfunded Exposure Account made in connection with therewith and the Interest Period therefor.
(c) If no Interest Period is specified in a Notice of Borrowing, the requested Advance shall have an Interest Period of one month’s duration. The Borrower may from time to time irrevocably elect, on not less than one Business Day’s notice, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 of any Advance, if applicablebe continued as Advance for a new Interest Period before the last day of the then current Interest Period with respect thereto. Such Advance shall, on such last day, automatically convert to an Advance for such newly elected Interest Period; provided, that each such continuation shall be prorated among the applicable outstanding Advances of all Lenders that have made such Advances.
(d) On the date of each Advanceproposed Advance Date, subject to the Note Purchaser shall, limitations set forth in Section 2.01(b) and upon satisfaction of the applicable conditions set forth in Article III, (i) each Lender shall make available to the Borrower on the applicable Advance Date Administrative Agent in same day funds, at such bank or other location reasonably designated by the Administrative Agent from time to time, an amount equal to such Lender’s Pro Rata Share of the least of (A) the amount of requested by the Borrower for such Advance, by payment into (B) the account aggregate unused Commitments then in effect and (C) an amount after giving effect to which no Borrowing Base Deficiency would exist (after giving effect to the use of such Advance for the purchase of Eligible Loans) and (ii) the Administrative Agent shall make the aggregate amount received from the Lenders available to the Borrower has at such bank or other location reasonably designated by Borrower in writing; provided that, with respect to an Advance funded the Notice of Borrowing given pursuant to this Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account2.02.
(ce) The Advances On each Advance Date, the obligation of each Lender to remit its Pro Rata Share of any such Advance shall bear interest at be several from that of each other Lender and the Yield Ratefailure of any Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
(df) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Closing Date and prior to the Facility Maturity Date.
(eg) Determinations by Unless the Note Purchaser of Administrative Agent shall have received notice from a Lender prior to the existence proposed date of any Eurodollar Disruption Event Advance that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Section and, in reliance upon such assumption, the Administrative Agent may (in its sole discretion and without any such determination obligation to be communicated do so) make available to the Borrower by written notice a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the Agent promptly after date such amount is made available to the Agent learns Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such event)Lender, or the Federal Funds Rate and (ii) in the case of the effect Borrower, the interest rate applicable at the time to the Advances. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Advance. Nothing in this paragraph shall relieve any Lender of any Eurodollar Disruption Event on its making or maintaining Advances at LIBORobligation to fulfill its commitments hereunder, and shall be conclusive absent manifest error.
(f) Notwithstanding anything without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (FS Investment Corp III)
Procedure for Advances. With respect to each Advance, Borrower must deliver to CoBank (a) During including by facsimile transmission), not later than five Business Days preceding the Reinvestment Periodrequested Advance Date, an Advance Request which has been signed by an officer of Borrower and Guarantor. The Advance Request shall be effective on the Note Purchaser will make Advances on any Business Day at the request received if actually received by CoBank before 3:00 p.m., Mountain Time, and as of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a next Business Day if delivered received by CoBank after such time. If the Advance Request is submitted by facsimile transmission, Borrower shall deliver to CoBank, no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered the Advance Date, the originally executed Advance Request. All Advance Requests submitted by such time, Borrower shall be deemed to have been received on the following Business Dayirrevocable. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specifyRequest must:
(i) identify the aggregate amount of such AdvanceUnderlying Borrower(s) and the System(s), which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except Paging System or Contiguous System(s) with respect to which Borrower will be lending the proceeds of the System Loan(s), Paging Loan(s) or Acquisition Loan(s), as applicable, or (ii) state that the requested funds are for a Guarantor Repayment Loan the proceeds of which will be paid to Guarantor;
(b) certify that the funds requested in the Advance Request will be used for purposes permitted under Article 3 of this Agreement and state such purposes;
(c) include as an attachment (i) (except where the Advance pursuant Request pertains to Section 2.02(fa Guarantor Repayment Loan), the Underlying Borrower Advance Request and all attachments thereto or accompanying materials, or (ii) where the Advance Request pertains to a Guarantor Repayment Loan, the request for repayment of the Principal Reduction Loan submitted by Guarantor to Borrower; and
(d) be in the minimum amount of such Advance must be at least equal to the lesser of (i) $500,000;
1,000,000 or (ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the maximum amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advancewhich, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available advanced pursuant to the Borrower on the applicable Advance Date Request, will not result in same day funds, the amount a violation of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account2.1 of this Agreement.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 5:00 2:00 p.m. (New York City time) on the proposed date of such Business Day and Advance and, if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and the current Loan Tape, and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and
(v) whether such Advance should be remitted to the Borrower or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower, either (i) make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePeriod.
(e) Determinations A determination by the Note Purchaser any Institutional Lender or Liquidity Bank of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default (other than the occurrence of a Bankruptcy Event with respect to the Borrower) or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.
(g) The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Golub Capital BDC, Inc.)
Procedure for Advances. (a) During Each Advance hereunder shall be made on the Reinvestment Period, requested date of an Advance upon the Note Purchaser will make Advances on any Business Day at Borrowers’ irrevocable written notice in the request form of Annex B (the Borrower, subject “Borrowing Request”) delivered to the Administrative Agent and each Managing Agent in accordance with Section 12.2 by 2:00 p.m., New York, New York time, at least two (2) Business Days before the terms and conditions requested date of Sections 2.01 and 2.02 and subject an Advance, which notice shall specify: (i) the amount requested to be paid to the provisions Borrowers (such amount, which shall not be less than $1,000,000 and shall be in integral multiples of Article III hereof$100,000 in excess thereof) with respect to each Lender Group in connection with such Advance, the portion thereof allocated to each Borrower and the bank account for each Borrower to which the funds are to be remitted; (ii) the date of such Advance; and (iii) a pro forma calculation of the Advance Principal Balance of each Lender after giving effect to the increase in Aggregate Advance Principal Balance resulting from such Advance.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each AdvanceAdvance hereunder, each applicable Conduit Lender or Committed Lender, as the Note Purchaser case may be in accordance with Section 2.1(a), shall, upon satisfaction of the applicable conditions set forth in Article IIISection 3.2 and Exhibit II, make available to the Borrower on the applicable Advance Date Borrowers in same day funds, the amount of such Advance, by payment into at the account which the for each Borrower has designated in writing; provided thatwriting by the Borrowers to the Administrative Agent and each Managing Agent in the Borrowing Request, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to the Exposure Amount Shortfall portion of Advance Principal Balance to be funded by such Lender (as determined in same day funds to the Unfunded Exposure Accountaccordance with Sections 2.1(a) and 2.2(b)).
(c) The Advances Each Committed Lender’s obligations hereunder shall bear interest at be several, such that the Yield Ratefailure of any Committed Lender to make a payment in connection with any Advance hereunder shall not relieve any other Committed Lender of its obligation hereunder to make payment for any Advance.
(d) Subject to Section 2.18 and The Borrowers may, with the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment written consent of the Make-Whole Premium, as applicableAdministrative Agent (which consent may be at the Administrative Agent’s sole discretion), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and add additional financial institutions as Lenders (including by creating new Lender Groups) or (ii) repay subject to Section 2.1(d), cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Aggregate Commitment. Each new Lender (or prepay Advances without any penaltyLender Group) shall become a party hereto, on by executing and after the Restatement Date and prior delivering to the Facility Maturity DateAdministrative Agent and the Borrowers, an Assumption Agreement in the form of Annex E hereto (which Assumption 162989721 Agreement shall, in the case of any new Lender or Lenders, be executed by each Person in such new Lender’s Lender Group).
(e) Determinations The Borrowers and the Administrative Agent acknowledge that the Advances made by any Lender identified on Exhibit VI hereto (a “Tranched Advance Lender”) shall, to the extent so specified on Exhibit VI hereto, be deemed to consist of a “Class A” interest in such Advances and a “Class B” interest in such Advances. The Class B interest shall be subordinate to the Class A interest. Except as specifically set forth herein, none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall have any obligations under this Agreement or any other Transaction Document with respect to the tranching of the Advances made by any Tranched Advance Lender into Class A interests and Class B interests or any other matter related thereto; provided that, in no event shall the obligations of the Borrowers under the Transaction Documents be increased or decreased in any respect as a result thereof. A Tranched Advance Lender’s (i) Class A interest shall initially consist of the “Class A Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder and (ii) Class B interest shall initially consist of the “Class B Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder; provided, that, any Tranched Advance Lender may upon notice to its Managing Agent and the Administrative Agent modify the percentages of its Advances constituting Class A interests and Class B interests, respectively, so long as the respective percentages equal 100% of such Lender’s Advances. The Administrative Agent, the Servicer and the Borrowers acknowledge that (i) all payments of the portion of Aggregate Advance Principal Balance owing to any Tranched Advance Lender on each Settlement Date in respect of the Advances made by such Tranched Advance Lender hereunder shall be deemed to be allocated (x) first to such Tranched Advance Lender’s Class A interest, until the principal amount of the Class A interest is reduced to zero and (y) second to such Tranched Advance Lender’s Class B interest, until the Class B interest is reduced to zero, and (ii) all payments constituting interest made to such Tranched Advance Lender on each Settlement Date in respect of the Advances made by it hereunder shall be deemed to be allocated to such Tranched Advance Lender’s Class A interest and such Tranched Advance Lender’s Class B interest, pro rata, based on the outstanding principal amount of such Tranched Advance Lender’s Class A interest and Class B interest on such Settlement Date. It is understood and agreed that, notwithstanding anything in this Agreement to the contrary, (i) none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall be responsible for the calculation of any amounts due to any Tranched Advance Lender’s Class A interest or Class B interest, respectively, or the outstanding amount of any Tranched Advance Lender’s Class A interest or Class B interest and such amounts shall not appear on any monthly report or other report provided by the Note Purchaser of Administrative Agent, the existence of any Eurodollar Disruption Event Servicer or the Borrowers and (any such determination to be communicated ii) the Servicer shall send one combined payment to the Borrower by written notice from applicable Managing Agent for any Tranched Advance Lender(s) representing amounts due to the Agent promptly after Lenders in such Lender Group on the Agent learns of such event)related Settlement Date to the extent provided for in, or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBORand in accordance with, shall be conclusive absent manifest errorthis Agreement.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day Each of the Reinvestment Periodparties hereto intends that no Advance hereunder shall constitute, or be deemed to constitute, a “security” under U.S. securities Laws or within the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details meaning of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)UCC.
Appears in 1 contract
Samples: Receivables Financing Agreement (Herc Holdings Inc)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on On any Business Day at during the Revolving Period (unless a Suspension Period), the Borrower may request of that the BorrowerLenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, no later than 2:00 p.m. on the Business Day immediately prior to the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance);
(iii) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Conduit Lender may, or the related Liquidity Banks, as applicable, and the Institutional Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s ratable share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Solar Senior Capital Ltd.)
Procedure for Advances. (a) During Subject to the Reinvestment Periodlimitations set forth in Section 2.01(b), the Note Purchaser will make Advances on any Business Day Borrower may request an Advance from the Lenders by delivering at the request of specified times the Borrower, subject to information and documents set forth in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofthis Section 2.02.
(b) Each Advance shall be made on No later than 2:00 p.m. at least one (1) Business Day’s irrevocable written notice from Day and not more than five (5) Business Days prior to the proposed Advance Date, the Borrower shall, or shall cause the Collateral Manager to, deliver:
(i) to the Agent, Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form ) written notice of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. proposed Advance Date (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include including a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:;
(iii) to the aggregate Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(iii) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian) a duly completed Notice of Borrowing which shall (A) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
, to be allocated to each Lender in accordance with its Pro Rata Share, (iiB) specify the proposed date of Advance Date for such Advance;
, (iiiC) specify the Loan(s), if any, to be financed on such Advance Date (including the appropriate file number, a description of the Obligor, original loan balance, Outstanding Balance, Assigned Value and Purchase Price for each Loan and identifying each Loan by type and proposed Advance Rate applicable to each such Loan) and (D) include a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; andmet. Each Notice of Borrowing shall be irrevocable. If any Notice of Borrowing is received by the Administrative Agent after 2:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested or on a day that is not a Business Day, such Notice of Borrowing shall be deemed to be received by the Administrative Agent at 9:00 a.m. on the next Business Day.
(ivc) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advanceproposed Advance Date, subject to the Note Purchaser shall, limitations set forth in Section 2.01(b) and upon satisfaction of the applicable conditions set forth in Article III, (i) each Lender shall make available to the Borrower on the applicable Advance Date Administrative Agent in same day funds, at such bank or other location reasonably designated by the Administrative Agent from time to time, an amount equal to such Lender’s Pro Rata Share of the least of (A) the amount of requested by the Borrower for such Advance, by payment into (B) the account which the Borrower has designated aggregate unused Commitments then in writing; provided that, with respect to effect and (C) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to the Exposure Amount Shortfall in same day funds amount by which the Borrowing Base exceeds Advances Outstanding on such Advance Date (after giving effect to the Unfunded Exposure Account.
use of such Advance for the purchase of Eligible Loans) and (cii) The Advances the Administrative Agent shall bear interest make the aggregate amount received from the Lenders available to the Borrower at such bank or other location reasonably designated by Borrower in the Yield RateNotice of Borrowing given pursuant to this Section 2.02.
(d) On each Advance Date, the obligation of each Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender and the failure of any Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
(e) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Closing Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each The Borrower shall request an Advance shall be made on at least one Business Day’s by delivering irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing, in which the Borrower shall specify whether the Advance shall be a SOFR Advance or a Base Rate Advance. For each SOFR Advance, the Borrower shall deliver a Notice of Borrowing to the Administrative Agent and each Lender (with a copy to the Account Bank) no later than 1:00 p.m. at least two Business Days before the Business Day on which the SOFR Advance is to be made; provided that if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 1:00 p.m. (New York City time) on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The For each Base Rate Advance, the Borrower or Servicer shall post all Loan Agreements deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative Agent and other loan documents and information with respect each Lender no later than 1:00 p.m. one Business Day prior to each proposed Eligible Loan Assetthe Business Day on which such Base Rate Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day, if any, such Notice of Borrowing shall be deemed to an IntraLinks (or other replacement) website to which have been received on the Agent has accessfollowing Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and the current Loan Tape, and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of Advance Date (which shall be a Business Day) and whether such Advance will be a SOFR Advance or a Base Rate Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and
(v) whether such Advance (or portion thereof) should be remitted to an account specified by the Borrower or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower, either (i) make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances Each SOFR Advance shall bear interest at the applicable SOFR Yield Rate. The Base Rate Advances Outstanding shall bear interest at the Base Rate Yield Rate. So long as no Event of Default has occurred (and has not been waived), the Borrower may request that the Administrative Agent convert (i) any Base Rate Advance, in whole and not in part, to a SOFR Advance or (ii) any SOFR Advance, in whole and not in part, to a Base Rate Advance, in each case, by delivering a Conversion Notice to the Administrative Agent no later than 1:00 p.m. at least two Business Days before the Conversion Date on which (x) such Base Rate Advance is to be converted into a SOFR Advance or (y) such SOFR Advance is to be converted into a Base Rate Advance, as applicable. All Advances and all interest thereon shall be due and payable in full on the Facility Maturity Date.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay fee or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Datepremium.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error[Reserved].
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default (that has not been waived) (other than the occurrence of a Bankruptcy Event with respect to the Borrower) or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default (that has not been waived) or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, (a) the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02, (b) the occurrence of an Event of Default (that has not been waived) (other than the occurrence of a Bankruptcy Event with respect to the Borrower) or (c) the existence of (x) an Unmatured Event of Default or (y) a Borrowing Base Deficiency); provided that:
(i) each Lender may fund such Unfunded Exposure Amount Shortfall in its sole discretion to the extent that doing so would cause such Lender to make an Advance that would result in the aggregate outstanding principal amount of such Pro Rata Share of Advances to exceed such Xxxxxx’s Pro Rata Share of its Commitment;
(ii) the Borrower shall have caused a properly completed Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available) to be delivered to the Administrative Agent (with a copy to the Lenders) on a timely basis; and
(iii) to the extent the Reinvestment Period has ended due to the occurrence of an Event of Default (that has not been waived), each Lender shall have a funding obligation with respect to the Unfunded Exposure Amount Shortfall under this Section 2.02(f) solely to the extent that (A) the Borrower shall have, prior to the applicable Advance Date, deposited an amount not less than the Unfunded Exposure Equity Amount in the Unfunded Exposure Account pursuant to Section 2.04(a)(vii) or by an equity contribution by the Transferor or by any combination of those two methods and (B) such funds, as of such Advance Date, remain on deposit in the Unfunded Exposure Account. For the avoidance of doubt, the Borrower shall not be required to fund the Unfunded Exposure Account unless and until the occurrence of an Event of Default (that has not been waived) or the last day of the Reinvestment Period or as required to prevent the occurrence of a Borrowing Base Deficiency. For the further avoidance of doubt, any obligation of a Lender to make an Advance pursuant to this Section 2.02(f) shall be without prejudice to the obligation of the Borrower to cure any Borrowing Base Deficiency that exists prior to such Advance or results therefrom.
(g) The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Onex Direct Lending BDC Fund)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s irrevocable deliver a written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 10:00 a.m. at least two (2) Business Days before the Business Day on which the Advance is to be made; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 p.m. (New York City time) 10:00 a.m. on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,0001,000,000;
(ii) the proposed date of such Advance;
(iii) the Eligible Currency;
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(ivv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable; and
(vi) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out of pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the (x) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default.
(g) Notwithstanding anything to the contrary herein, to the extent that an Advance is made on an Advance Date in anticipation of the settlement of an Eligible Loan Asset and the transfer by the Transferor of the applicable Loan Asset and Related Asset has not settled on such Advance Date, the proceeds of such Advance shall remain on deposit in the Principal Collection Account until paid to settle such transfer or repaid in accordance with Section 2.16, and pending such settlement or repayment, no failure of transfer shall be deemed to have occurred.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Apollo Debt Solutions BDC)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the The Borrower shall request an Advance by delivery of the Borrower, subject to and in accordance with the terms and conditions a Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the AgentAdministrative Agent and Lenders, with a copy to the Trustee Facility Servicer, no later than 2:00 p.m. two (2) Business Days immediately prior to the proposed date of such Advance (or such shorter period of time agreed to by the Administrative Agent and the Collateral Custodian, Lenders in the form of a Notice of Borrowingtheir sole discretion); provided that such if the proposed date of the Initial Advance is the Closing Date, the Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessInitial Advance may be delivered on the Closing Date. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specifycertify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,0005,000,000 or a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments;
(ii) that such advance would not cause (i) the aggregate Advances Outstanding to exceed the Maximum Availability on such date or (ii) the LTV to exceed 25% on such date (after giving effect to any Transfer effectuated from the use of proceeds thereof and any substantially concurrent Sale of Eligible Portfolio Assets and/or any prepayment of Advances);
(iii) the proposed date of such Advance (which must be a Business Day);
(iv) whether such Advance is to be an ABR Advance or a LIBOR Advance;
(iiiv) with respect to any Advance other than the Initial Advance, whether the proceeds of such Advance are to be used (A) to finance the Transfer of Eligible Portfolio Assets, (B) to fund Delayed Draws as permitted by this Agreement, (C) to pay fees and expenses of Holdings and the Borrower in connection with the transactions contemplated by this Agreement and any Underlying Agreement, including brokers fees, or (D) to make Restricted Junior Payments to Holding expressly permitted hereunder;
(vi) if the proceeds of such Advance are to be used to fund a Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Loan Asset to which it applies;
(vii) if the proceeds of such Advance are to be used in connection with the Transfer of Portfolio Asset, (A) a representation description of such Portfolio Asset and whether such Portfolio Asset is a Delayed Draw Loan Asset, (B) if such Portfolio Asset is a Delayed Draw Loan Asset, the maximum amount of Delayed Draws that may be made thereunder after the applicable Cut-Off Date, and (C) that such Portfolio Asset is an Eligible Portfolio Asset, in each case by delivering an updated Portfolio Asset Schedule;
(viii) detailed instructions as to where the proceeds of such Advance are to be deposited or transferred; and
(ix) all conditions precedent for an such Advance described in Article III hereof have been satisfied; andsatisfied or will be satisfied on the proposed date of such Advance. If the Borrower does not make an election as to whether an Advance is to be an ABR Advance or a LIBOR Advance, then the requested Advance will be a LIBOR Advance.
(ivb) Promptly upon receipt of a Notice of Borrowing, the amount Administrative Agent shall notify the Lenders of cash that will be funded into the Unfunded Exposure Account in connection with requested Advance and each Lender shall make the Advance, if applicableAdvance on the terms and conditions set forth herein. On No later than 11:00 a.m. on the date Advance Date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Administrative Agent, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which most recently designated by it for such purpose by notice to the Lenders. Upon receipt of all requested funds, the Administrative Agent will make such Advance available to the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds by promptly wiring the amounts so received, in like funds, to the Unfunded Exposure Accountaccount designated by the Borrower in the applicable Notice of Borrowing. Any funds held by the Administrative Agent shall be held uninvested.
(c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder.
(d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, on and after during the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateAvailability Period.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Business Development Corp of America)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject Subject to and in accordance with the terms and conditions set forth in this Agreement, and provided that no Default or Event of Sections 2.01 and 2.02 and subject Default shall then exist, Xxxxxx hereby agrees to make Advance(s) to Borrower under the provisions Credit Facility upon Xxxxxx’s receipt of Article III an Advance Request, as hereinafter provided in this Section 2.5. Upon Lender’s receipt of an Advance Request made, or deemed to have been made, by Borrower, in accordance with Section 2.4 hereof.
(b) Each , Lender shall have until the close of business on the Business Day immediately following Xxxxxx’s receipt of such Advance Request to disburse the proceeds of any such Advance so requested, in accordance with Section 2.6 of this Agreement; provided, that, such Advance Request shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agentmade, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing or shall be deemed to have been received by made, on or before 11:00 a.m. Eastern time on the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such immediately preceding the Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to of the Advance requested thereby; and provided further, that, an ACH may take one (1) additional Business Day to post.
(b) Notwithstanding, and without in any way limiting, the use foregoing provisions of the proceeds thereofclause (a) of this Section 2.5, as an accommodation to Borrower, Lender may, in its sole discretion, permit Borrower to submit Advance Request(s), and any corresponding instructions, authorizations, agreements or reports to Lender, via electronic transmittal (i.e., by means of electronic communication reasonably acceptable to Lender, in its sole discretion). Lender shall specify:
(i) the aggregate amount of such Advancehave no liability to Borrower for any loss or damage suffered by Borrower, which amount shall not cause the Advances Outstanding its employees, agents, members, or designees, as a result of, due to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account or arising in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available Xxxxxx’s election to the Borrower on the applicable honor any Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein Request (including, without limitation, Xxxxxx’s execution of any instructions, authorizations or agreements or reliance upon any reports) communicated to Lender electronically and purporting to have been sent to Lender by Borrower, nor shall Lender have any duty to verify the payment origin of any such communication or the authority of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePerson sending it.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Procedure for Advances. (a) During On any Business Day during the Reinvestment Availability Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the Borrowerhereunder, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofIII.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice upon delivery of a request for an Advance from the Borrower to the Administrative Agent, with a copy to the Trustee and Initial Lender, no later than 2:00 p.m. two Business Days immediately prior to the Collateral Custodianproposed date of such Advance (which shall be a Business Day) (or such shorter period of time agreed to by the Initial Lender in connection with any Advance to be made on the Closing Date), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate and Portfolio LTV Certificate (each updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing BaseMaximum Availability (after giving effect to any Transfer effectuated from the use of proceeds thereof); provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such AdvanceAdvance (which must be a Business Day and cannot be during a Material Modification Grace Period);
(iii) with respect to any such Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by origination, sale or contribution), a Loan Asset Certificate for such Loan Asset, a description of whether such Loan Asset is a Delayed Draw Loan Asset and, if such Loan Asset is an Eligible Loan Asset, a written certification of the Borrower that such Loan Asset is an Eligible Loan Asset and demonstrating compliance with the Collateral Quality Guidelines for such Loan Asset;
(iv) with respect to any such Advance proposed to be funded in connection with a Delayed Draw Loan Asset, the date and Delayed Draw Amount for such Advance and the specific Delayed Draw Loan Asset with respect to which such Delayed Draw Amount relates;
(v) detailed instructions as to where the proceeds of such Advance are to be deposited or transferred; and
(vi) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) . Promptly upon receipt of a Notice of Borrowing, the amount Administrative Agent shall notify the Lenders of cash that will be funded into the Unfunded Exposure Account in connection with the requested Advance, if applicableand the Lenders shall make the Advance on the terms and conditions set forth herein. On the date Advance Date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the applicable Notice of Borrowing, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the no later than 2:00 p.m., an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), . Any funds held by the Note Purchaser Administrative Agent shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Accountbe held uninvested.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject obligation of each Lender to Section 2.18 remit its Pro Rata Share of any Advance is several from that of each other Lender and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence failure of any Eurodollar Disruption Event (any Lender to so make such determination to be communicated amount available to the Borrower by written notice from shall not relieve any other Lender of its obligations hereunder. In no event shall the Administrative Agent promptly after the Agent learns of such event), have any liability or of the effect of obligation to fund any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorAdvance.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Servicing Agreement (FS Credit Real Estate Income Trust, Inc.)
Procedure for Advances. (a) Subject to the limitations set forth in Section 2.01, the Borrower may request an Advance from the Lenders, in an aggregate amount up to the Availability as of such date, by delivering at the specified times the information and documents set forth in this Section 2.02. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each TheFor each Advance, the Borrower (or the Servicer on its behalf) shall deliver a Servicer Advance shall be made on at least one Business Day’s Date Report an irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent on and each Lender, with a Business Day if delivered copy to the Collateral Administrator, the Collateral Agent and the Collateral Custodian, no later than 5:00 (x) 2:00 p.m. at least one (New York City time1) on such Business Day before the Business Day on which the Dollar Advances are to be made, (y) 11:00 a.m. at least two (2) Business Days preceding the Business Day on which the Advance in an Eligible Currency other than Dollars and AUDs is to be made and (z) 2:00 p.m. at least three (3) Business Days preceding the Business Day on which the AUD Advances are to be made; provided that, if not such Servicer Advance Date ReportNotice of Borrowing is delivered by later than the timesapplicable time set forth above, such time, Servicer Advance Date ReportNotice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,0001,000,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof shall have been satisfied; andsatisfied as of such date or no later than the proposed date of such Advance;
(iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable. ; and
(v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account.
(c) On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, at such bank or other location reasonably designated by the Administrative Agent from time to time, an amount at least equal to the Dollar Equivalent of $500,000 (as determined by the Servicer using the Spot Rate), to be allocated to the Lender’s Pro Rata Share of the least of (A) the amount requested by the Borrower for such Advance, (B) the aggregate unused Commitments then in effect and (C(x) an amount equal to the amount by which the Borrowing Base exceeds the Advances Outstanding on such Advance Date (after giving effect to the use of such Advance for the purchase of Eligible Loan Assets)such Lender's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.22.
(cd) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(de) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorRevolving Period.
(f) Notwithstanding anything The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the contrary herein Borrower shall not relieve any other Lender of its obligation hereunder.
(including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), ifg) If, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b)2.01, notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s by irrevocable written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 5:00 2:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall post provide electronic copies of all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) a website that the Administrative Agent has approved and to which the Administrative Agent has and each Lender Agent have access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;; and
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePeriod.
(e) Determinations A determination by the Note Purchaser Xxxxx Fargo of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Conduit Lender or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Business Development Corp of America)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s irrevocable deliver a written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 12:00 p.m.
(i) at least one (1) Business Day before the proposed Advance Date for Dollar Advances, (ii) at least two (2) Business Days before the Business Day on which the Advance is to be made for CAD Advances, Euro Advances, GBP Advances, DKK Advances, NOK Advances and XXXXXX Advances or (iii) at least three (3) Business Days before the Business Day on which the Advance is to be made for AUD Advances and NZD Advances; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 12:00 p.m. (New York City time) on such Business Day and if not delivered by Day, in the case of Dollar Advances, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,0001,000,000 in such Eligible Currency;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash cash, if any, that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable;
(v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account; and
(vi) the proposed Eligible Currency of such Advance. Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out of pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower Borrower, no later than 2:00 p.m. on such date (and amounts received after 2:00 p.m. will be deemed to have been received the applicable Advance Date in same day fundsfollowing Business Day), the (x) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default; provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate) and, as applicable for such Eligible Currency, the Borrowing Base (AUD), the Borrowing Base (CAD), the Borrowing Base (DKK), the Borrowing Base (EUR), the Borrowing Base (GBP), the Borrowing Base (NOK), the Borrowing Base (NZDEUR) or the Borrowing Base (SEKGBP ), each as then in effect.
Appears in 1 contract
Samples: Loan and Servicing Agreement (HPS Corporate Lending Fund)
Procedure for Advances. (a) During On any Business Day during the Reinvestment Revolving Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the BorrowerAdvances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent, the Collateral Administrator and the Collateral Custodian, no later than 23:00 p.m. on the Business Day immediately prior to the proposed date of such Advance (which shall be a Business Day) or, with respect to an Advance related to a Qualifying Revolving Loan, and no more than 5 times per calendar month, no later than 10:00 a.m. on the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance);
(iii) with respect to an Advance proposed to be funded in connection with the Pledge of a Loan Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On No later than 1:00 p.m. on the date of each Advance that was requested at least one Business Day prior, and no later than 2:00 p.m. on the date of each Advance that was requested on the same Business Day as such Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Conduit Lender may, or the related Liquidity Banks, as applicable, and the Institutional Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s ratable share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Procedure for Advances. (a) During On any Business Day during the Reinvestment Revolving Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the BorrowerAdvances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent, the Collateral Administrator and the Collateral Custodian, no later than 3:00 p.m. on the Business Day immediately prior to the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance);
(iii) with respect to an Advance proposed to be funded in connection with the Pledge of a Loan Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On No later than 1:00 p.m. on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Conduit Lender may, or the related Liquidity Banks, as applicable, and the Institutional Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s ratable share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with . With DMSLIBRARY01\30388519.v8 respect to any Advance, no Lender shall be responsible to fund an Advance funded pursuant to Section 2.02(f)amount greater than such Lender’s ratable share of such Advance, the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Accountincluding if any other Lender becomes a Defaulting Lender.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Procedure for Advances. (a) During The Administrative Agent will make advances from time to time upon receipt of written request from the Reinvestment PeriodBorrowers in the form designated by the Administrative Agent, provided that after giving effect to the Borrowers' request, the Note Purchaser outstanding principal balance of the Loan would not exceed the lesser of the Credit Facility Committed Amount or the Borrowing Base. Each advance under the Loan shall be in an amount of not less than $500,000, and in increments of $100,000 in excess thereof. Advances or the renewal of a Interest Period shall be requested by the Borrowers orally or in writing by 10:00 A.M. (Eastern Time) three (3) Banking Days prior to the Banking Day on which the funds will make Advances on any Business Day be advanced. The Borrowers shall advise the Administrative Agent at the request time of such notice which Interest Period they are selecting or whether they are selecting the BorrowerBase Rate. The Administrative Agent shall have no obligation to make any advance if at the time such advance is requested and/or is proposed to be funded, subject to and in accordance with there exists an Event of Default or an event which upon notice or lapse of time or both would constitute an Event of Default under the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofFinancing Documents.
(b) Each Advance shall be made on In addition, if the Administrative Agent has reason to believe a Default or an Event of Default has occurred, the Borrowers hereby irrevocably authorize the Lenders to make advances of the Loan at least one Business Day’s irrevocable written any time and from time to time, without further request from or notice from the Borrower to the AgentBorrowers, with a copy to which the Trustee and the Collateral CustodianLenders, in their sole and absolute discretion, deem necessary or appropriate to protect the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such timeLenders' interests under this Agreement or otherwise, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment advances of the Make-Whole PremiumLoan made to cover interest on the Loan, as applicable)fees, the Borrower may (i) borrow and reborrow Advances without any penaltyand/or Enforcement Costs, on and prior to, on, or after the Restatement Date and prior to termination of this Agreement, regardless of whether the end aggregate amount of the Reinvestment Period advances of the Loan which the Lenders may make hereunder exceeds the Credit Facility Committed Amount. The Lenders shall have no obligation whatsoever to make any advance under this subsection and (ii) repay the making of one or prepay Advances without any penalty, on and after more advances under this subsection shall not obligate the Restatement Date and prior Lenders to the Facility Maturity Date.
(e) Determinations make other similar advances. Any such advances will be evidenced by the Note Purchaser secured by the Collateral and the Deeds of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorTrust.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Financing and Security Agreement (Sunrise Assisted Living Inc)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than noon on (i) the proposed Advance Date for Dollar Advances, (ii) the Business Day prior to the proposed Advance Date for CAD Advances, Euro Advances and GBP Advances (or such shorter period as agreed to from time to time by the Administrative Agent and each of the Lenders) and (iii) the Business Day two (2) Business Days prior to the proposed Advance Date for AUD Advances; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 p.m. (New York City time) on noon, in the case of an Advance made in Dollars, such Business Day and if not delivered by such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000500,000 in such Eligible Currency;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; andprovided that, in connection with any Notice of Borrowing in respect of the acquisition by the Borrower of a loan asset constituting a newly originated loan, where the related Advance is to be remitted to the Principal Collection Subaccount, the conditions set forth in Section 3.02(a)(ii) shall not apply, excepting that, notwithstanding the foregoing, the requirements set forth in the proviso of Section 3.02(a)(ii) shall apply;
(iv) the amount of cash that will be funded by the Originator into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset funded by such Advance, if applicable;
(v) whether such Advance should be remitted to the Principal Collection Subaccount, the Unfunded Exposure Account, or (subject to completion of customary “know your customer” and anti-money laundering and sanctions diligence), the account of the Originator or a Securitization Subsidiary; and
(vi) the proposed Eligible Currency of such Advance. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower Borrower, by (A) if the related Notice of Borrowing was delivered at least one Business Day prior to such date, 2:00 p.m., New York City time, and (B) if the related Notice of Borrowing was delivered on such date, no later than the applicable Advance Date in same day fundsclose of business on such date, the (x) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default.
Appears in 1 contract
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the The Borrower shall request an Advance by delivery of the Borrower, subject to and in accordance with the terms and conditions a Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent, with a copy to the Trustee Calculation Agent for, Advances in U.S. Dollars, (i) with respect to LIBORBenchmark Loans and Base Rate Loans, no later than 2:001:00 p.m. two (2) Business Days prior to the Collateral Custodianproposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance) and (ii) with respect to Base Rate Loans, no later than 2:00 p.m. one Business Day prior to the form proposed date of a Notice such Advance (or such shorter period of Borrowingtime agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance); provided that such Notice at no time shall Advances Outstanding made upon notice set forth in this clause (ii) exceed 15% of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessMaximum Facility Amount. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000500,000 and the Advance will be funded in U.S. Dollars;
(ii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iii) with respect to any Advance other than the Initial Advance, the purpose for which the proceeds of such Advance are to be used, as permitted by this Agreement;
(iv) if the proceeds of such Advance are to be used to fund a representation that Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies;
(v) if the proceeds of such Advance are to be used in connection with the Transfer of a Portfolio Asset (A) a description of such Portfolio Asset and, (B) whether such Portfolio Asset is a Delayed Draw Portfolio Asset, and whether it is a Senior Loan, a Junior Loan or an Asset‐Based Loan, (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut‐Off Date therefor, (C) thatwhether such Portfolio Asset is an Eligible Portfolio Asset, and if such Portfolio Asset is an Eligible Portfolio Asset, whether it is a Senior Loan, a Senior Note, a Junior Loan or an Asset Based Loan and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C;
(vi) detailed instructions as to where the proceeds of such Advance are to be deposited or transferred;
(vii) whether such Advance will be a Base Rate Loan or a LIBORBenchmark Loan; and
(viii) all conditions precedent for an such Advance described in Article III hereof have been satisfied; and.
(ivb) Promptly upon receipt of a Notice of Borrowing, the amount Administrative Agent shall notify the Lenders of cash that will be funded into the Unfunded Exposure Account in connection with the requested Advance, if applicableand each Lender shall make the Advance on the terms and conditions set forth herein. On the date Advance Date of each such Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Xxxxxx’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder.
(d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, on and after fee or premium during the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations Each conversion of Advances from LIBORthe Benchmark to the Base Rate or from the Base Rate to LIBORthe Benchmark shall be made upon the Borrower’s irrevocable written notice to the Administrative Agent and Calculation Agent. Each such notice must be received by the Note Purchaser Administrative Agent and Calculation Agent not later than (i) 1:00 p.m. three (3) Business Days prior to the requested date of any conversion to LIBOR Loans or (ii) 1:00 p.m. one Business Day prior to the requested date of any conversion of LIBOR Loans to Base Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and shall be deemed to be approved by the Lenders. Each notice by the Borrower pursuant to this Section 2.02(e) must be made by delivery to the Administrative Agent and Calculation Agent of a written Committed Loan Notice of Borrowing, appropriately completed and signed by a Responsible Officer of the existence Borrower. Each BorrowingAdvance of, or conversion to, LIBORBenchmark Loans shall be in a principal amount of any Eurodollar Disruption Event $500,000 or a whole multiple of $500,000 in excess thereof, or if less, the remainder of the Advance. Each BorrowingAdvance of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or if less, the remainder of the Advance. Each notice of conversion shall specify (any such determination i) whether the Borrower is requesting a conversion, (ii) the requested date of the conversion (which shall be a Business Day) and (iii) the principal amount of Advances to be communicated converted. Following receipt of a such notice, the Calculation Agent shall determine the amount of Advances for each Lender and provide notice of same to the Borrower by written Administrative Agent who shall promptly notifyprovide such notice from the Agent promptly after the Agent learns of such event), or to each Lender of the effect amount of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorAdvances.
(f) Notwithstanding anything to the contrary herein (includingExcept as otherwise provided herein, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, LIBORBenchmark Loan may be converted only on the last day of a LIBORan Interest Period for such LIBORBenchmark Loan.
(g) The Calculation Agent shall promptly notify the Reinvestment PeriodBorrower, the amount on deposit in Administrative Agent and the Unfunded Exposure Account is less than Lenders of the aggregate interest rate applicable to any LIBORInterest Period for LIBORBenchmark Loans upon determination of all Exposure Amountssuch interest rate. At any time that Base Rate Loans are outstanding, the Calculation Agent shall notify the Borrower shall request an Advance and the Lenders of any change to the Prime Rate used in determining the amount Base Rate promptly following the public announcement of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)change.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject Subject to and in accordance with the terms and conditions of Sections 2.01 this Agreement, Lender will make Advances on the Loan at any time and 2.02 from time to time during the Initial Revolving Credit Period (and subject the First Extended Revolving Credit Period and Second Extended Revolving Credit Period, as applicable, if the Initial Maturity Date of the Loan is extended pursuant to the provisions terms of Article III hereofSection 2.01) upon timely prior written notice signed by an Authorized Individual (“Borrowing Notice”) from Borrower to Lender (i) specifying (A) the desired amount of the Advance; and (B) the date on which the proceeds of such Advance are to be made available to Borrower, which must be a Business Day; and (ii) if the aggregate total of the Down Payments with respect to all Eligible Vehicles then financed hereunder is less than $20 million, stating the balance in the Capitalization Account. Such Borrowing Notice shall be in the form of the notice attached hereto as Exhibit B and shall be accompanied by invoices, the amortization schedules determined in accordance with Section 2.01(a) and 2.01(c) for the Advance for each Eligible Vehicle financed with such Advance and other supporting documentation reasonably acceptable to Lender evidencing Borrower’s intended use of such funds for the purposes set forth in Section 2.08 of this Agreement. Each Borrowing Notice must be received by Lender no later than Noon (Eastern time) five Business Days prior to the date on which the Advance is to be made. Subject to the terms and conditions of this Agreement, provided that Lender has received the Borrowing Notice, Lender shall (unless Lender determines in its sole discretion that any applicable condition specified herein has not been satisfied) pay to Borrower the proceeds of such Advance by crediting the amount of the Advance to the seller of the Eligible Vehicle financed with such Advance not later than 3:00 p.m. (Eastern Time) on the Business Day specified in said Borrowing Notice.
(b) Each Advance shall be made Borrower hereby irrevocably authorizes Lender to rely on at least telephonic, telecopy, e-mail or written instructions of any individual identifying himself or herself as one Business Day’s irrevocable written notice of the Authorized Individuals listed on Schedule 2.02(b) (or any other individual from the time to time authorized to act on behalf of Borrower pursuant to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received resolution adopted by the Agent on a Business Day if Board of Directors of Borrower and certified by the Secretary of Borrower and delivered no later than 5:00 p.m. (New York City timeto Lender) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, any request to make an IntraLinks (Advance or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)repayment hereunder, and on any signature which Lender believes to be genuine, and Borrower shall specify:
(i) be bound thereby in the aggregate amount of same manner as if such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of person were actually authorized or such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Accountsignature were genuine.
(c) The Advances Each Borrowing Notice shall bear interest at become irrevocable on the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and second Business Day prior to the end of date the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination Advance is required to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errormade.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Financing Agreement (Vanguard Car Rental Group Inc.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will each Committed Lender and each Lender Group severally agrees to make Advances on any Business Day Day, at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofIII. The Conduit Lender in each Lender Group may, in its sole discretion, make Advances to the Borrower in accordance with this Article II in a principal amount equal to its Lender Group Percentage of such requested Advance; provided that at no time shall a Conduit Lender have any obligation to make an Advance and if a Conduit Lender declines to make any Advance, the Committed Lenders in the related Lender Group shall make the Advances in an aggregate principal amount equal to the related Lender Group Percentage of such requested Advances.
(b) Each The Borrower shall request an Advance shall be made on at least one Business Day’s by delivering irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing. The Borrower shall deliver a Notice of Borrowing to the Administrative Agent and each Group Agent (with a copy to the Lenders, the Collateral Agent and the Account Bank) no later than 2:00 p.m. at least one Business Day before the Business Day on which the Advance is to be made; provided that if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 2:00 p.m. (New York City time) on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to the lesser of (x) $500,000500,000 and (y) the Unfunded Commitment on such day before giving effect to the requested Advance;
(ii) the proposed date of such AdvanceAdvance Date;
(iii) the Advance Funding Account, if applicable; and
(iv) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfied; and.
(ivc) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On Not later than 2:00 pm on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender Group shall make available to the Borrower on the applicable Advance Date in Administrative Agent, by wire transfer of same day funds, an amount equal to such Lender Group’s Lender Group Percentage of the amount of such the requested Advance, by payment into the account which applicable Advance Funding Account. Each Advance hereunder shall consist of one or more Advances made by each Lender Group and, within each Lender Group, by the Borrower has designated Conduit Lenders and/or Committed Lenders in writing; provided that, with respect such Lender Group. The failure or refusal of any Lender Group to an remit by the aforesaid time and place on any Advance funded pursuant Date the amount of its Lender Group Percentage of the requested Advance shall not relieve any other Lender Group or Committed Lender therein from its several obligations hereunder to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rateamount of such other Lender Group’s Lender Group Percentage of any requested Advance.
(d) Each Notice of Borrowing shall be irrevocable and binding on the Borrower upon delivery thereof and shall obligate the Borrower to accept the Advances (or portion thereof) requested from the Lenders on the related Advance Date. Each Notice of Borrowing shall be deemed to be a request for a SOFR Advance or, if the circumstances in Sections 2.23 and 2.24 of this Agreement are then continuing, a Base Rate Advance (with respect to Advances funded by Committed Lenders) or a CP Rate Advance (with respect to Advances funded by Conduit Lenders).
(e) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow and reborrow borrow, reborrow, repay or prepay Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and fee or premium after the Restatement Date end of the Reinvestment Period and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (includingherein, without limitation, upon the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day end of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “portion of the Aggregate Unfunded Amount corresponding to the Variable Funding Assets owned by the Borrower minus the amount already on deposit in its Unfunded Exposure Amount Shortfall”)Account. Following receipt of a Notice of Borrowing (which such Advance request, the Lenders shall specify fund such requested amount in accordance with the account details of procedures set forth in this Section 2.02 by transferring such amount directly to the Collateral Custodian to be deposited into the Unfunded Exposure Account where the funds will Account.
(g) Nothing herein shall be made available)deemed to commit any Conduit Lender to fund or maintain any Advances at any time, the Note Purchaser shall fund such Exposure Amount Shortfall and any Conduit Lender may at any time transfer to one or more of its Committed Lenders in accordance with Section 2.02(b)its Lender Group all or a portion of its Advances and rights hereunder.
(h) The Administrative Agent may, notwithstanding anything unless notified to the contrary herein by any Group Agent prior to an Advance Date, assume that its related Lender Group has made available to the Administrative Agent on such Advance Date the amount of such Lender Group’s Lender Group Percentage of the Advances to be made on such Advance Date, and the Administrative Agent may (includingbut it shall not be required to), without limitationin reliance upon such assumption, make available to the Borrower a corresponding amount. If any Lender Group makes available to the Administrative Agent such amount on a date after such Advance Date, such Lender Group shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Lender Group’s Lender Group Percentage of such Advances, multiplied by (iii) a fraction, the Borrowernumerator of which is the number of days that elapse from and including such Advance Date to the date on which the amount of such Lender Group’s failure Lender Group Percentage of such Advances shall become immediately available to satisfy any the Administrative Agent, and the denominator of which is 360. A statement of the conditions precedent set forth in Administrative Agent submitted to such Lender Group’s Group Agent with respect to any amounts owing under this Section 3.02)2.02(g) shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Lender Group.
Appears in 1 contract
Samples: Omnibus Amendment (Blue Owl Technology Finance Corp. II)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the The Borrower shall request an Advance by delivery of the Borrower, subject to and in accordance with the terms and conditions a Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent, with a copy to the Trustee Calculation Agent for, Advances in U.S. Dollars, (i) with respect to LIBOR Loans, no later than 2:00 p.m. two (2) Business Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance) and (ii) with respect to Base Rate Loans, no later than 2:00 p.m. one Business Day prior to the Collateral Custodianproposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in the form of a Notice of Borrowingtheir sole discretion in connection with any other Advance); provided that such Notice at no time shall Advances Outstanding made upon notice set forth in this clause (ii) exceed 15% of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessMaximum Facility Amount. Each Notice of Borrowing shall include must be accompanied by a duly completed -30- Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000500,000 and the Advance will be funded in U.S. Dollars;
(ii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iii) with respect to any Advance other than the Initial Advance, the purpose for which the proceeds of such Advance are to be used, as permitted by this Agreement;
(iv) if the proceeds of such Advance are to be used to fund a representation Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies;
(v) if the proceeds of such Advance are to be used in connection with the Transfer of a Portfolio Asset (A) a description of such Portfolio Asset and whether such Portfolio Asset is a Delayed Draw Portfolio Asset and whether it is a Senior Loan, a Junior Loan or an Asset-Based Loan, (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut-Off Date therefor, (C) that such Portfolio Asset is an Eligible Portfolio Asset and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C;
(vi) detailed instructions as to where the proceeds of such Advance are to be deposited or transferred;
(vii) whether such Advance will be a Base Rate Loan or a LIBOR Loan; and
(viii) all conditions precedent for an such Advance described in Article III hereof have been satisfied; and.
(ivb) Promptly upon receipt of a Notice of Borrowing, the amount Administrative Agent shall notify the Lenders of cash that will be funded into the Unfunded Exposure Account in connection with the requested Advance, if applicableand each Lender shall make the Advance on the terms and conditions set forth herein. On the date Advance Date of each such Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder.
(d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, on and after fee or premium during the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations Each conversion of Advances from LIBOR to Base Rate or from Base Rate to LIBOR shall be made upon the Borrower’s irrevocable written notice to the Administrative Agent. Each such notice must be received by the Note Purchaser Administrative Agent not later than (i) 1:00 p.m. three (3) Business Days prior to the requested date of any conversion to LIBOR Loans or (ii) 1:00 p.m. one Business Day prior to the requested date of any conversion of LIBOR Loans to Base Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and shall be deemed to be approved by the Lenders. Each notice by the Borrower pursuant to this Section 2.02(e) must be made by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the existence Borrower. Each Borrowing of, or conversion to, LIBOR Loans shall be in a principal amount of any Eurodollar Disruption Event $500,000 or a whole multiple of $500,000 in excess thereof, or if less, the remainder of the Advance. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or if less, the remainder of the Advance. Each notice of conversion shall specify (any such determination i) whether the Borrower is requesting a conversion, (ii) the requested date of the conversion (which shall be a Business Day) and (iii) the principal amount of Advances to be communicated to converted. Following receipt of a such notice, the Borrower by written notice from the Administrative Agent shall promptly after the Agent learns of such event), or notify each Lender of the effect amount of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorAdvances.
(f) Notwithstanding anything to the contrary herein (includingExcept as otherwise provided herein, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, LIBOR Loan may be converted only on the last day of a LIBOR Period for such LIBOR Loan.
(g) The Calculation Agent shall promptly notify the Reinvestment PeriodBorrower, the amount on deposit in Administrative Agent and the Unfunded Exposure Account is less than Lenders of the aggregate interest rate applicable to any LIBOR Period for LIBOR Loans upon determination of all Exposure Amountssuch interest rate. At any time that Base Rate Loans are outstanding, the Calculation Agent shall notify the Borrower shall request an Advance and the Lenders of any change to the Prime Rate used in determining the amount Base Rate promptly following the public announcement of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)change.
Appears in 1 contract
Procedure for Advances. So long as:
(a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the request No Event of the Borrower, subject to Default has occurred and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.is continuing;
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the AgentThe conditions specified in Sections 4.3, with a copy to the Trustee 4.4, 4.5, 4.6 and the Collateral Custodian4.7, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such timeas applicable, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest Budget has not been modified without the prior written consent of Lender having been obtained as provided in Section 3.7 hereof; Provided that Borrower has timely provided all required information and satisfied the conditions to each Advance at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment time of Borrower’s submission of the Make-Whole PremiumRequest for Advance, as applicable)then, the Lender agrees to make Advances and agrees to notify Borrower may when such Advance(s) will be made, which shall not be later than ten (i10) borrow and reborrow Advances without any penaltybusiness days thereafter. Further, on and after the Restatement Date and prior to any Advance being made, Inspecting Engineer or Lender shall have determined whether the end Application for Advance is complete and whether all other conditions precedent to the proposed Advance capable of being met by such date have been met. If Inspecting Engineer or Lender determines that the Application for Advance is incomplete or that all such conditions precedent to the Advance have not been met, it shall forthwith notify Borrower of the Reinvestment Period deficiency. If Inspecting Engineer determines that all such conditions are met, it shall immediately notify Lender. Upon determining that all such conditions have been met, Lender shall make its Advance into the Borrower’s Funds Account on the Advance date in immediately available funds; provided that in the meantime no Event of Default shall have occurred and (ii) repay or prepay Advances without be continuing, and there is no failure of any penalty, on and after the Restatement Date and prior condition precedent to the Facility Maturity Date.
(e) Determinations by the Note Purchaser such Advance as of the existence of any Eurodollar Disruption Event (any such determination to be communicated to Advance Date. If after Lender or Inspecting Engineer determines that the Borrower by written notice from Application for Advance is complete and that the Agent promptly after the Agent learns of such event)conditions precedent thereto have been met, or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of and subsequently an Event of Default or the existence failure of an Unmatured Event of Default or a Borrowing Base Deficiency)any condition precedent occurs, if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the then Borrower shall request an Advance be liable to Lender for any and all loss, costs, penalty, claim or other charges suffered or incurred by Lender in the amount of connection with their arrangements for such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)Advance.
Appears in 1 contract
Samples: Loan Agreement (Aina Le'a Inc.)
Procedure for Advances. (a) During The Agent will make advances not more frequently than twice during each month upon receipt of a written request from the Reinvestment PeriodBorrower in the form designated by the Agent (each a Requisition, collectively, the Note Purchaser will make Advances on any Business Day at the request "Requisitions") signed by Mark X. Xxxxxxxxx xx Davix X. Xxxxxxx xx behalf of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance Requisition is subject to Agent's determination that after giving effect to the Requisition, the outstanding principal balance of the Loan would not exceed the lesser of the then applicable Credit Facility Committed Amount or the Borrowing Base. Each advance under the Loan shall be made on at least one Business Day’s irrevocable written notice from in an amount of not less than $1,000,000, and in increments of $100,000 in excess thereof. Advances or the renewal of a Eurodollar Period shall be requested by the Borrower orally or in writing by 10:00 A.M. (Houston time) three (3) Banking Days prior to the AgentBanking Day on which the funds will be advanced or the applicable Eurodollar Period will expire. The Agent shall have no obligation to make any advance if at the time such advance is requested and/or is proposed to be funded, with a copy there exists an Event of Default or an event which upon notice or lapse of time or both would constitute an Event of Default under the Financing Documents. If the Borrower fails to advise the Trustee and Agent three (3) Banking Days in advance of the Collateral Custodian, in the form expiration of a Notice Eurodollar Period of Borrowing; provided that its intention to either pay off such Notice portion of Borrowing the Loan or renew the applicable Eurodollar Period, it shall be deemed to have been received assumed by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall that the Eurodollar Period is to be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Accountrenewed.
(c) The Advances shall bear interest In addition, if the Agent has reason to believe a Default or an Event of Default has occurred, the Borrower hereby irrevocably authorizes the Lenders to make advances of the Loan at any time and from time to time, without further request from or notice to the Yield Rate.
(d) Subject Borrower, which the Lenders, in their sole and absolute discretion, deems necessary or appropriate to Section 2.18 and protect the other termsLenders' interests under this Agreement or otherwise, conditions, provisions and limitations set forth herein (including, without limitation, the payment advances of the Make-Whole PremiumLoan made to cover interest on the Loan, as applicable)fees, the Borrower may (i) borrow and reborrow Advances without any penaltyand/or Enforcement Costs, on and prior to, on, or after the Restatement Date and prior to termination of this Agreement, regardless of whether the end aggregate amount of the Reinvestment Period advances of the Loan which the Lenders may make hereunder exceeds the Credit Facility Committed Amount. The Lenders shall have no obligation whatsoever to make any advance under this subsection and (ii) repay the making of one or prepay Advances without any penalty, on and after more advances under this subsection shall not obligate the Restatement Date and prior Lenders to the Facility Maturity Date.
(e) Determinations make other similar advances. Any such advances will be evidenced by the Note Purchaser secured by the Collateral and the Deeds of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorTrust.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Financing and Security Agreement (Alternative Living Services Inc)
Procedure for Advances. (a) During The Borrower shall request an Advance by delivery of a Notice of Borrowing to the Reinvestment PeriodAdministrative Agent, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject to Calculation Agent and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the AgentInitial Lender, with a copy to each Lender, other than the Trustee Initial Lender and the Collateral Custodianits Affiliates, for, Advances in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered U.S. Dollars, no later than 5:00 1:00 p.m. two (New York City time2) on Business Days prior to the proposed date of such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks Advance (or other replacement) website such shorter period of time agreed to which by the Agent has accessLenders in their sole discretion in connection with any Advance). Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000500,000 and the Advance will be funded in U.S. Dollars;
(ii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iii) with respect to any Advance other than the Initial Advance, the purpose for which the proceeds of such Advance are to be used, as permitted by this Agreement;
(iv) if the proceeds of such Advance are to be used to fund a representation that Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies;
(v) if the proceeds of such Advance are to be used in connection with the Transfer of a Portfolio Asset (A) a description of such Portfolio Asset, (B) whether such Portfolio Asset is a Delayed Draw Portfolio Asset, and if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut-Off Date therefor, (C) whether such Portfolio Asset is an Eligible Portfolio Asset, and if such Portfolio Asset is an Eligible Portfolio Asset, whether it is a Senior Loan, a Junior Loan, an Asset Based Loan, a Recurring Revenue Loan, or a Senior Note and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C;
(vi) detailed instructions as to where the proceeds of such Advance are to be deposited or transferred;
(vii) whether such Advance will be a Base Rate Loan or a Benchmark Loan; and
(viii) all conditions precedent for an such Advance described in Article III hereof have been satisfied; and.
(ivb) Promptly upon receipt of a Notice of Borrowing, the amount Administrative Agent shall notify the Lenders (other than the Initial Lender) of cash that will be funded into the Unfunded Exposure Account in connection with the requested Advance, if applicableand each Lender shall make the Advance on the terms and conditions set forth herein. On the date Advance Date of each such Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Xxxxxx's Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser . The Account Bank shall remit the Advance equal provide notice to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure AccountAdministrative Agent upon receipt of each Lender's Pro Rata Share of such Advance.
(c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at not relieve any other Lender of its obligations hereunder. In no event shall the Yield RateAdministrative Agent have any liability or obligation to fund any Advance.
(d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, on and after fee or premium during the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations Each conversion of Advances from the Benchmark to the Base Rate or from the Base Rate to the Benchmark shall be made upon the Borrower's irrevocable written notice to the Administrative Agent, Calculation Agent and Initial Lender. Each such notice must be received by the Note Purchaser Administrative Agent, Calculation Agent and Initial Lender not later than (i) 1:00 p.m. three (3) Business Days prior to the requested date of any conversion to Benchmark Loans or (ii) 1:00 p.m. one Business Day prior to the requested date of any conversion of Benchmark Loans to Base Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and shall be deemed to be approved by the Lenders. Each notice by the Borrower pursuant to this Section 2.02(e) must be made by delivery to the Administrative Agent, Calculation Agent and Initial Lender of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the existence Borrower. Each Advance of, or conversion to, Benchmark Loans shall be in a principal amount of any Eurodollar Disruption Event $500,000 or a whole multiple of $500,000 in excess thereof, or if less, the remainder of the Advance. Each Advance of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or if less, the remainder of the Advance. Each notice of conversion shall specify (any such determination i) whether the Borrower is requesting a conversion, (ii) the requested date of the conversion (which shall be a Business Day) and (iii) the principal amount of Advances to be communicated converted. Following receipt of such notice, the Calculation Agent shall determine the amount of Advances for each Lender and provide notice of same to the Borrower by written Administrative Agent who shall promptly provide such notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorto each Lender.
(f) Notwithstanding anything to the contrary herein (includingExcept as otherwise provided herein, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, Benchmark Loan may be converted only on the last day of an Interest Period for such Benchmark Loan.
(g) The Administrative Agent shall promptly notify the Reinvestment PeriodBorrower, the amount on deposit in Calculation Agent and the Unfunded Exposure Account is less than Lenders of the aggregate interest rate applicable to any Interest Period for Benchmark Loans upon determination of all Exposure Amountssuch interest rate. At any time that Base Rate Loans are outstanding, the Borrower Administrative Agent shall request an Advance notify the Borrower, the Calculation Agent and the Lenders of any change to the Prime Rate used in determining the amount Base Rate promptly following the public announcement of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)change.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Carlyle Secured Lending III)
Procedure for Advances. (a) During On any Business Day during the Reinvestment Revolving Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the BorrowerAdvances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent, the Collateral Administrator and the Collateral Custodian, no later than 3:00 p.m. on the Business Day immediately prior to the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;; 60 DMSLIBRARY01\32370595.v1
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance);
(iii) with respect to an Advance proposed to be funded in connection with the Pledge of a Loan Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On No later than 1:00 p.m. on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Conduit Lender may, or the related Liquidity Banks, as applicable, and the Institutional Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s ratable share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with . With respect to any Advance, no Lender shall be responsible to fund an Advance funded pursuant to Section 2.02(f)amount greater than such Lender’s ratable share of such Advance, the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Accountincluding if any other Lender becomes a Defaulting Lender.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s irrevocable deliver written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 10:00 a.m.
(i) at least two (2) Business Days before the Business Day on which the Advance is to be made for Dollar Advances, (ii) at least two (2) Business Days before the Business Day on which the Advance is to be made for CAD Advances, or (iii) at least three (3) Business Days before the Business Day on which the Advance is to be made for Advances other than Dollar Advances and CAD Advances; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 p.m. (New York City time) on the applicable time set forth above, such Business Day and if not delivered by such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The ; provided, further, that if any condition precedent set forth in Article III hereof is not satisfied prior to the date such Advance is to be made, the Borrower or Servicer shall post all Loan Agreements may revoke such Notice of Borrowing upon written notice to the Administrative Agent and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessLender. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000500,000 in such Eligible Currency;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded by the Transferor or the Borrower into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable;
(v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account; and
(vi) the proposed Eligible Currency of such Advance. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the (x) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Xxxxxx’s Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default; provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate) and, as applicable for such Eligible Currency, the Borrowing Base (AUD), the Borrowing Base (CAD), the Borrowing Base (EUR) or the Borrowing Base (GBP), each as then in effect.
Appears in 1 contract
Samples: Loan and Servicing Agreement (First Eagle Private Credit Fund)
Procedure for Advances. (a) During Each Advance hereunder shall be made on the Reinvestment Period, requested date of an Advance upon the Note Purchaser will make Advances on any Business Day at Borrowers’ irrevocable written notice in the request form of Annex B (the Borrower, subject “Borrowing Request”) delivered to the Administrative Agent and each Managing Agent in accordance with Section 12.2 by 2:00 p.m., New York, New York time, at least three (3) Business Days before the terms and conditions requested date of Sections 2.01 and 2.02 and subject an Advance, which notice shall specify: (i) the amount requested to be paid to the provisions Borrowers (such amount, which shall not be less than $1,000,000 and shall be in integral multiples of Article III hereof$100,000 in excess thereof) with respect to each Lender Group in connection with such Advance, the portion thereof allocated to each Borrower and the bank account for each Borrower to which the funds are to be remitted; (ii) the date of such Advance; and (iii) a pro forma calculation of the Advance Principal Balance of each Lender after giving effect to the increase in Aggregate Advance Principal Balance resulting from such Advance.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each AdvanceAdvance hereunder, each applicable Conduit Lender or Committed Lender, as the Note Purchaser case may be in accordance with Section 2.1(a), shall, upon satisfaction of the applicable conditions set forth in Article IIISection 3.2 and Exhibit II, make available to the Borrower on the applicable Advance Date Borrowers in same day funds, the amount of such Advance, by payment into at the account which the for each Borrower has designated in writing; provided thatwriting by the Borrowers to the Administrative Agent and each Managing Agent in the Borrowing Request, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to the Exposure Amount Shortfall portion of Advance Principal Balance to be funded by such Lender (as determined in same day funds to the Unfunded Exposure Accountaccordance with Sections 2.1(a) and 2.2(b)).
(c) The Advances Each Committed Xxxxxx’s obligations hereunder shall bear interest at be several, such that the Yield Ratefailure of any Committed Lender to make a payment in connection with any Advance hereunder shall not relieve any other Committed Lender of its obligation hereunder to make payment for any Advance.
(d) Subject to Section 2.18 and The Borrowers may, with the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment written consent of the Make-Whole Premium, as applicableAdministrative Agent (which consent may be at the Administrative Agent’s sole discretion), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and add additional financial institutions as Lenders (including by creating new Lender Groups) or (ii) repay subject to Section 2.1(d), cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Aggregate Commitment. Each new Lender (or prepay Advances without any penaltyLender Group) shall become a party hereto, on by executing and after the Restatement Date and prior delivering to the Facility Maturity DateAdministrative Agent and the Borrowers, an Assumption Agreement in the form of Annex E hereto (which Assumption Agreement shall, in the case of any new Lender or Lenders, be executed by each Person in such new Lender’s Lender Group).
(e) Determinations The Borrowers and the Administrative Agent acknowledge that the Advances made by any Xxxxxx identified on Exhibit VI hereto (a “Tranched Advance Lender”) shall, to the extent so specified on Exhibit VI hereto, be deemed to consist of a “Class A” interest in such Advances and a “Class B” interest in such Advances. The Class B interest shall be subordinate to the Class A interest. Except as specifically set forth herein, none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall have any obligations under this Agreement or any other Transaction Document with respect to the tranching of the Advances made by any Tranched Advance Lender into Class A interests and Class B interests or any other matter related thereto; provided that, in no event shall the obligations of the Borrowers under the Transaction Documents be increased or decreased in any respect as a result thereof. A Tranched Advance Lender’s (i) Class A interest shall initially consist of the “Class A Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder and (ii) Class B interest shall initially consist of the “Class B Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder; provided, that, any Tranched Advance Lender may upon notice to its Managing Agent and the Administrative Agent xxxxxx the percentages of its Advances constituting Class A interests and Class B interests, respectively, so long as the respective percentages equal 100% of such Xxxxxx’s Advances. The Administrative Agent, the Servicer and the Borrowers acknowledge that (i) all payments of the portion of Aggregate Advance Principal Balance owing to any Tranched Advance Lender on each Settlement Date in respect of the Advances made by such Tranched Advance Lender hereunder shall be deemed to be allocated (x) first to such Tranched Advance Lender’s Class A interest, until the principal amount of the Class A interest is reduced to zero and (y) second to such Tranched Advance Lender’s Class B interest, until the Class B interest is reduced to zero, and (ii) all payments constituting interest made to such Tranched Advance Lender on each Settlement Date in respect of the Advances made by it hereunder shall be deemed to be allocated to such Tranched Advance Lender’s Class A interest and such Tranched Advance Lender’s Class B interest, pro rata, based on the outstanding principal amount of such Tranched Advance Lender’s Class A interest and Class B interest on such Settlement Date. It is understood and agreed that, notwithstanding anything in this Agreement to the contrary, (i) none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall be responsible for the calculation of any amounts due to any Tranched Advance Lender’s Class A interest or Class B interest, respectively, or the outstanding amount of any Tranched Advance Lender’s Class A interest or Class B interest and such amounts shall not appear on any monthly report or other report provided by the Note Purchaser of Administrative Agent, the existence of any Eurodollar Disruption Event Servicer or the Borrowers and (any such determination to be communicated ii) the Servicer shall send one combined payment to the Borrower by written notice from applicable Managing Agent for any Tranched Advance Lender(s) representing amounts due to the Agent promptly after Lenders in such Lender Group on the Agent learns of such event)related Settlement Date to the extent provided for in, or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBORand in accordance with, shall be conclusive absent manifest errorthis Agreement.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day Each of the Reinvestment Periodparties hereto intends that no Advance hereunder shall constitute, or be deemed to constitute, a “security” under U.S. securities Laws or within the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details meaning of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)UCC.
Appears in 1 contract
Samples: Receivables Financing Agreement (Herc Holdings Inc)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances denominated in Dollars on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 Section 2.01, this Section 2.02, Section 2.25 and 2.02 and subject to the provisions of Article III hereofIII.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from Subject to Section 2.25, the Borrower may request Advances hereunder by delivering an irrevocable Notice of Borrowing to the AgentFacility Agent (who will provide such notice to each Lender), with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered Custodian no later than 5:00 (i) in the case of an Advance, other than a Swingline Advance, 2:00 p.m. (New York City time) on such the date that is one Business Day and prior to the proposed Advance Date or (ii) in the case of a Swingline Advance, 12:00 noon on the day of the requested Swingline Advance; provided that, if not delivered by such time, such Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), the current Loan Tape and shall be accompanied by an Approval Notice setting forth the information required therein with respect to any Loans to be acquired by the Borrower on the Advance Date (if applicable) and, in each case, shall specify:
(i) the aggregate amount of such Advance, which amount Advance shall not cause the Advances Outstanding to exceed the a Borrowing BaseBase Deficiency; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000250,000;
(ii) the proposed date of such AdvanceAdvance Date;
(iii) a representation that all conditions precedent for to the making of an Advance described in Article III hereof this Agreement have been satisfied; andsatisfied or will be satisfied on or prior to the applicable Advance Date;
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the any Revolving Loan or Delayed Draw Loan funded by such Advance, if applicable; and
(v) whether such Advance (or any portion thereof) should be remitted to the Borrower or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shallAdvance Date, upon satisfaction of the applicable conditions set forth herein, each Lender shall, in Article IIIaccordance with instructions received from the Facility Agent, make available to the Borrower on the applicable Advance Date Facility Agent, in same day funds, the an amount equal to such Lxxxxx’s Pro Rata Share of such AdvanceAdvance (other than Swingline Advances), by payment into the account which the Facility Agent has designated in writing in accordance with and subject to the terms hereof and the Facility Agent shall either (i) transfer such funds to the account which the Borrower has designated in writingwriting in accordance with and subject to the terms hereof and/or (ii) remit all or a portion of such funds into the Unfunded Exposure Account, as applicable; provided that, with respect to any Notice of Borrowing requesting an Advance funded pursuant to Section 2.02(f), the Note Purchaser procedures set forth therein shall remit apply. In the Advance equal case of a Swingline Advance, upon satisfaction of the applicable conditions set forth herein, the Swingline Lender shall either (i) transfer such funds to the Exposure Amount Shortfall account which the Borrower has designated in same day writing in accordance with and subject to the terms hereof and/or (ii) remit all or a portion of such funds to into the Unfunded Exposure Account, as applicable, in an amount equal to the least of (i) the amount requested by the Borrower for such Swingline Advance, (ii) the positive difference between (A) the Swingline Commitment then in effect and (B) the aggregate principal balance of Swingline Advances outstanding as of such date, and (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Swingline Advance, could be advanced to the Borrower hereunder without causing a Borrowing Base Deficiency.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject in each case to Section 2.09 and Section 2.18 and the other applicable terms, conditions, provisions and provisions, limitations and/or obligations set forth herein (including, without limitation, with respect to the payment of the Make-Whole Premiumany Unused Fee or Optional Prepayment Penalty, as applicable), the Borrower may on any date on or after the Closing Date (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of fee or premium until the Reinvestment Period End Date and (ii) repay or prepay Advances without any penalty, on and after fee or premium until the Restatement Date and prior to the Facility Maturity Collection Date.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination amount available to be communicated the Facility Agent for transfer to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything herein to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent to the making of any Advance as set forth in Section 3.02), upon the earlier of (i) the declaration or automatic occurrence of the Termination Date (other than in connection with a Bankruptcy Event with respect to the Borrower) or (ii) the Reinvestment Period End Date, the Borrower shall submit a Notice of Borrowing requesting an Advance in the amount of the Unfunded Equity Shortfall Amount. In accordance with the Notice of Borrowing submitted pursuant to this Section 2.02(f), each Lender shall fund its Pro Rata Share of such amount by transferring such amount to the Facility Agent (and the Facility Agent shall deposit all amounts received into the Unfunded Exposure Account); provided that, no Lender shall be obligated to make any Advance that would cause the portion of the Advances Outstanding then funded by it to exceed its Commitment then in effect.
Appears in 1 contract
Samples: Loan and Security Agreement (North Haven Private Income Fund LLC)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice (other than in the case of a Same-Day Advance) from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. For each Same-Day Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian no later than 2:00 p.m. on the proposed date of such Same-Day Advance; provided that, the amount of any such Same-Day Advance shall not exceed $20,000,000. The Borrower or the Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Administrative Agent and each Lender Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and
(v) whether such Advance should be remitted to the Borrower or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower, either (i) make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances and L/C Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances and L/C Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePeriod.
(e) Determinations A determination by the Note Purchaser Xxxxx Fargo of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances or L/C Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02). For the avoidance of doubt, the Borrower shall not be required to fund the Unfunded Exposure Account unless and until the occurrence of an Event of Default or the last day of the Reinvestment Period.
(g) The obligation of each Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance or L/C Advance shall be several from that of each other Lender and the failure of any Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the The Borrower shall request an Advance by delivery of the Borrower, subject to and in accordance with the terms and conditions a Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the AgentAdministrative Agent and Lenders, with a copy to the Trustee Facility Servicer, no later than 2:00 p.m. two Business Days immediately prior to the proposed date of such Advance (or such shorter period of time agreed to by the Lenders and the Collateral Custodian, Administrative Agent in the form of a Notice of Borrowingtheir sole discretion); provided that such if the proposed date of the initial Advance is the Closing Date, the Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessinitial Advance may be delivered on the Closing Date. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Quarterly LTV Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specifycertify:
(i) the aggregate amount of such Advance, which amount shall must be at least equal to $250,000;
(ii) that such Advance would not cause (A) the aggregate Advances made hereunder (without giving effect to any repayment or prepayment thereof) to exceed the Total Facility Amount or (B) the Advances Outstanding to exceed the Borrowing Base; provided that, except Base (after giving effect to such Advance and any Transfer effectuated from the use of proceeds thereof) and a calculation of the Borrowing Base as of such date has been included in the Notice of Borrowing with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) the proposed date of such Advance (which must be a representation that Business Day);
(iv) detailed instructions as to where the proceeds of such Advance are to be deposited or transferred; and
(v) all conditions precedent for an such Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that satisfied or will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower satisfied on the applicable Advance Date in same day funds, the amount proposed date of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s by irrevocable written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 5:00 2:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall post provide electronic copies of all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) a website that the Administrative Agent has approved and to which the Administrative Agent has and each Lender Agent have access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;; and
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePeriod.
(e) Determinations A determination by the Note Purchaser Wxxxx Fargo of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Conduit Lender or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Business Development Corp of America)
Procedure for Advances. (a) During the Reinvestment PeriodThe Borrower shall give each Lender, the Note Purchaser will make Advances on Security Agent and the Administrative Agent a Notice of Advance no later than 12:00 noon (New York time) three (3) Business Days prior to any Business Day at proposed Funding Date. The Borrower agrees that any Notice of Advance given to each Lender and the request of the Borrower, subject Administrative Agent pursuant to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance this Section 2.3.1 shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, substantially in the form of Exhibit B hereto. Each Advance to be made by the Lenders shall be in a minimum amount of $1,000,000 and an integral multiple of $100,000 or the unused amount of the applicable Commitment. On or before 11:00 a.m. (New York time) on such Funding Date each Lender shall apply or make such funds available to the Security Agent to be applied as set forth in Section 4.10 and promptly notify the Administrative Agent and the Security Agent of such funding. Each Obligor hereby authorizes the Administrative Agent, at any time and in its sole discretion, to give each Lender a notice of Advance (the “Special Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered Advance”) no later than 5:00 1:00 p.m. (New York City time) three (3) Business Days prior to any proposed Funding Date to pay accrued but unpaid interest on such Business Day and if all Advances then outstanding, fees, any Construction Contract Payment as to which an Advance has not delivered by such timebeen requested hereunder, shall be deemed to have been received accrued but unpaid interest on the following Business Day. The Borrower or Servicer shall post all Loan Agreements Class A Member Subordinated Indebtedness then outstanding, expenses and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence charges of any Eurodollar Disruption Event Obligor from time to time arising under this Agreement or any other Operative Agreement (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), whether or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of not the conditions precedent set forth in Section 3.02Article V are satisfied (and upon funding of any such Advance the parties hereto agree and acknowledge that (a) any condition precedent set forth in Article V in respect of such Advance which has not met shall be deemed waived, (b) no representation or warranty by any Obligor shall be made or deemed made as a result of the borrowing of such Advance and (c) no Default or Event of Default shall be deemed to occur as a result of such borrowing). On or before 11:00 a.m. (New York time) on the Funding Date specified in the Special Notice of Advance, each Lender shall transfer to the Security Agent same day funds in an amount equal to such Lender’s Percentage of the Advances of the requested Borrowing. No Lender’s obligation to make any Advance shall be affected by any other Lender’s failure to make any Advance. It being understood and agreed that the Borrower has requested the first Advance in the aggregate amount of $12,000,000 to be made on the Closing Date and the Notice of Advance to be delivered prior to or on the Closing Date with respect to such Advance shall be deemed to be delivered in compliance with the foregoing provisions of this Agreement. Proceeds of Advances, and other payments hereunder or under the other Loan Documents, made on the Closing Date, shall be made and distributed in accordance with the flow of funds memorandum referenced in Schedule 3.3(b) of the JV Agreement.
Appears in 1 contract
Samples: Revolving Notes Facility Agreement (APT Sunshine State LLC)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 5:00 2:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall post provide electronic copies of all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) a website that the Administrative Agent has approved and to which the Administrative Agent has and each Lender Agent have access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;; and
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any -43- penalty, fee or premium on and after the Restatement Original Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePeriod.
(e) Determinations A determination by the Note Purchaser any Lender of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Conduit Lender or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Business Development Corp of America)
Procedure for Advances. (a) During Each Advance hereunder shall be made on the Reinvestment Period, requested date of an Advance upon the Note Purchaser will make Advances on any Business Day at Borrowers’ irrevocable written notice in the request form of Annex B (the Borrower, subject “Borrowing Request”) delivered to the Administrative Agent and each Managing Agent in accordance with Section 12.2 by 2:00 p.m., New York, New York time, at least three (3) Business Days before the terms and conditions requested date of Sections 2.01 and 2.02 and subject an Advance, which notice shall specify: (i) the amount requested to be paid to the provisions Borrowers (such amount, which shall not be less than $1,000,000 and shall be in integral multiples of Article III hereof$100,000 in excess thereof) with respect to each Lender Group in connection with such Advance, the portion thereof allocated to each Borrower and the bank account for each Borrower to which the funds are to be remitted; (ii) the date of such Advance; and (iii) a pro forma calculation of the Advance Principal Balance of each Lender after giving effect to the increase in Aggregate Advance Principal Balance resulting from such Advance.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each AdvanceAdvance hereunder, each applicable Conduit Lender or Committed Lender, as the Note Purchaser case may be in accordance with Section 2.1(a), shall, upon satisfaction of the applicable conditions set forth in Article IIISection 3.2 and Exhibit II, make available to the Borrower on the applicable Advance Date Borrowers in same day funds, the amount of such Advance, by payment into at the account which the for each Borrower has designated in writing; provided thatwriting by the Borrowers to the Administrative Agent and each Managing Agent in the Borrowing Request, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to the Exposure Amount Shortfall portion of Advance Principal Balance to be funded by such Lender (as determined in same day funds to the Unfunded Exposure Accountaccordance with Sections 2.1(a) and 2.2(b)).
(c) The Advances Each Committed Xxxxxx’s obligations hereunder shall bear interest at be several, such that the Yield Ratefailure of any Committed Lender to make a payment in connection with any Advance hereunder shall not relieve any other Committed Lender of its obligation hereunder to make payment for any Advance.
(d) Subject to Section 2.18 and The Borrowers may, with the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment written consent of the Make-Whole Premium, as applicableAdministrative Agent (which consent may be at the Administrative Agent’s sole discretion), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and add additional financial institutions as Lenders (including by creating new Lender Groups) or (ii) repay subject to Section 2.1(d), cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Aggregate Commitment. Each new Lender (or prepay Advances without any penaltyLender Group) shall become a party hereto, on by executing and after the Restatement Date and prior delivering to the Facility Maturity DateAdministrative Agent and the Borrowers, an Assumption Agreement in the form of Annex E hereto (which Assumption Agreement shall, in the case of any new Lender or Lenders, be executed by each Person in such new Lender’s Lender Group).
(e) Determinations The Borrowers and the Administrative Agent acknowledge that the Advances made by any Xxxxxx identified on Exhibit VI hereto (a “Tranched Advance Lender”) shall, to the extent so specified on Exhibit VI hereto, be deemed to consist of a “Class A” interest in such Advances and a “Class B” interest in such Advances. The Class B interest shall be subordinate to the Class A interest. Except as specifically set forth herein, none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall have any obligations under this Agreement or any other Transaction Document with respect to the tranching of the Advances made by any Tranched Advance Lender into Class A interests and Class B interests or any other matter related thereto; provided, that, in no event shall the obligations of the Borrowers under the Transaction Documents be increased or decreased in any respect as a result thereof. A Tranched Advance Lender’s (i) Class A interest shall initially consist of the “Class A Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder and (ii) Class B interest shall initially consist of the “Class B Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder; provided, that, any Tranched Advance Lender may upon notice to its Managing Agent and the Administrative Agent xxxxxx the percentages of its Advances constituting Class A interests and Class B interests, respectively, so long as the respective percentages equal 100% of such Xxxxxx’s Advances. The Administrative Agent, the Servicer and the Borrowers acknowledge that (i) all payments of the portion of Aggregate Advance Principal Balance owing to any Tranched Advance Lender on each Settlement Date in respect of the Advances made by such Tranched Advance Lender hereunder shall be deemed to be allocated (x) first to such Tranched Advance Lender’s Class A interest, until the principal amount of the Class A interest is reduced to zero and (y) second to such Tranched Advance Lender’s Class B interest, until the Class B interest is reduced to zero, and (ii) all payments constituting interest made to such Tranched Advance Lender on each Settlement Date in respect of the Advances made by it hereunder shall be deemed to be allocated to such Tranched Advance Lender’s Class A interest and such Tranched Advance Lender’s Class B interest, pro rata, based on the outstanding principal amount of such Tranched Advance Lender’s Class A interest and Class B interest on such Settlement Date. It is understood and agreed that, notwithstanding anything in this Agreement to the contrary, (i) none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall be responsible for the calculation of any amounts due to any Tranched Advance Lender’s Class A interest or Class B interest, respectively, or the outstanding amount of any Tranched Advance Lender’s Class A interest or Class B interest and such amounts shall not appear on any monthly report or other report provided by the Note Purchaser of Administrative Agent, the existence of any Eurodollar Disruption Event Servicer or the Borrowers and (any such determination to be communicated ii) the Servicer shall send one combined payment to the Borrower by written notice from applicable Managing Agent for any Tranched Advance Lender(s) representing amounts due to the Agent promptly after Lenders in such Lender Group on the Agent learns of such event)related Settlement Date to the extent provided for in, or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBORand in accordance with, shall be conclusive absent manifest errorthis Agreement.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day Each of the Reinvestment Periodparties hereto intends that no Advance hereunder shall constitute, or be deemed to constitute, a “security” under U.S. securities Laws or within the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details meaning of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)UCC.
Appears in 1 contract
Samples: Receivables Financing Agreement (Herc Holdings Inc)
Procedure for Advances. (a) During The Borrower shall request an Advance by (x) delivering a Notice of Borrowing and (y) causing the Reinvestment PeriodPortfolio Asset Servicer to deliver an updated Servicing and Payment Date Report (which, for the Note Purchaser avoidance of doubt, will make Advances on any Business Day at not specify the request of the Borroweramounts to be remitted pursuant to Section 2.08), subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject each case to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent, with a copy to the Trustee and the Collateral CustodianFacility Servicer, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 2:00 p.m. three (New York City time3) on Business Days immediately prior to the proposed date of such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessAdvance. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate and Portfolio LTV Certificate (each updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iii) with respect to any Advance, whether the proceeds of such Advance are to be used (A) to fund a representation that all conditions precedent for an Advance described Delayed Draw (or to fund the Operating Account pursuant to Section 8.04(c)(ii) in Article III hereof have been satisfied; andorder to cash collateralize any Delayed Draw Unfunded Amount) or (B) in connection with the Transfer of a Loan Asset and the payment of the fees and expenses of the Loan Parties with respect thereto as permitted by this Agreement;
(iv) if the amount proceeds of cash that will such Advance are to be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available used to the Borrower on the applicable Advance Date in same day fundsfund a Delayed Draw, the amount of such Advance, by payment into Delayed Draw and the account Delayed Draw Loan Asset to which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.it applies;
(cv) The Advances shall bear interest at if the Yield Rate.
(d) Subject proceeds of such Advance are to Section 2.18 and be used in connection with the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment Transfer of the Make-Whole Premium, as applicable), the Borrower may a Loan Asset (i) borrow and reborrow Advances without any penalty, an Eligibility Criteria Checklist confirming compliance with the “Eligibility Criteria” set forth on and after the Restatement Date and prior to the end of the Reinvestment Period and Schedule III hereto (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations unless such criteria has been waived by the Note Purchaser of Initial Lender and the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such eventMajority Lenders), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Procedure for Advances. A. At the time of each Advance, there shall exist no default or Event of Default hereunder, and all representations and warranties made herein shall be true and correct on and as of each Advance Date with the same effect as if made on that date. Each Advance shall be made pursuant to a Draw Request submitted by Borrower to Agent on behalf of the Lenders.
B. Not later than 10:00 A.M. (aMinneapolis time) During two (2) Eurodollar Business Days prior to the Reinvestment PeriodAdvance Date if any portion of the requested Advance is desired by Borrower to be a Eurodollar Rate Advance, and one Business Day prior to the Advance Date if any portion of the requested Advance is to be a Reference Rate Advance, Borrower shall deliver to Agent (with a copy to each Lender) a request, in writing, designating the amount of such portion (in the minimum amount of $1,000,000.00 and in integral multiples of $100,000.00 in excess thereof) and designating the initial Interest Period applicable thereto. Notwithstanding anything herein set forth to the contrary, there may not be more than five (5) Eurodollar Rate Advances outstanding at any given time during the term of the Note. If no such request is made by Borrower with respect to any Advance, the Note Purchaser will make Advances on any Business Day at the request of the Borrowerentire Advance shall be deemed to be a Reference Rate Advance.
C. On each Advance Date, subject to and in accordance with if all the terms and conditions of Sections 2.01 and 2.02 and subject this Agreement have been complied with by Borrower, to the provisions satisfaction of Article III hereof.
(b) Each Lenders, if no default or Event of Default exists hereunder, and if Lenders have approved the Draw Request, each Lender shall advance to Agent its Commitment Percentage of the principal amount of the requested Advance by delivering to Agent a wire transfer of funds. Agent shall be then forward the Advance to Borrower. All Advances actually so made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such timebe loans to Borrower, shall be deemed to have been received on reduce the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use available amount of the proceeds thereof)Revolving Loan Commitment, and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Raterates provided herein from the date so advanced.
(d) Subject D. To the extent agreed upon by the Lenders, each Lender shall also have the right, but not the obligation, to Section 2.18 advance and directly apply the proceeds of any Advance to the satisfaction of any of Borrower's obligations hereunder or under the other termsLoan Documents. Any Advance by a Lender for such purpose shall be part of the Loan and shall be evidenced and secured by the Loan Documents from the date made. Borrower hereby authorizes each Lender to hold, conditionsuse, provisions advance and limitations set forth herein (including, without limitation, apply Loan proceeds for the payment or performance of any obligation of Borrower hereunder, including but not limited to the Make-Whole Premiumobligation to pay interest on the Loan.
E. In the event that a Lender shall determine, in its sole judgment, that proper documentation to support a requested Advance, as applicable)required by this Agreement, the Borrower has not been furnished, it may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns withhold payment of such event)Advance, or of such portion of such Advance as shall not be so supported by proper documentation, and shall promptly notify Borrower of the effect discrepancy in or omission of any Eurodollar Disruption Event on its making such documentation. Until such time as such discrepancy or maintaining Advances at LIBORomission is corrected to the satisfaction of such Lender, shall be conclusive absent manifest errorit may withhold such funds.
(f) Notwithstanding anything F. Borrower shall provide notice to Agent in the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day Draw Request of the Reinvestment Periodproposed use of the requested Advance. If Borrower anticipates using the Advance for purposes of financing construction on a Real Estate Asset Under Development, Borrower shall provide evidence to Agent at the amount on deposit in the Unfunded Exposure Account is time of each such Draw Request that Borrower has entered into leases for not less than fifty percent (50%) of the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount rentable square footage of such shortfall (Real Estate Asset Under Development. If Borrower fails to provide the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which foregoing evidence, Lenders shall specify have no obligation to make the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund requested Advance for such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)construction.
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the The Borrower shall request an Advance by delivery of the Borrower, subject to and in accordance with the terms and conditions a Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent, with a copy to the Trustee Calculation Agent for, Advances in U.S. Dollars, (i) with respect to LIBOR Loans, no later than 2:00 p.m. two (2) Business Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance) and (ii) with respect to Base Rate Loans, no later than 2:00 p.m. one Business Day prior to the Collateral Custodianproposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in the form of a Notice of Borrowingtheir sole discretion in connection with any other Advance); provided that such Notice at no time shall Advances Outstanding made upon notice set forth in this clause (ii) exceed 15% of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessMaximum Facility Amount. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify:
(i) i. the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000500,000 and the Advance will be funded in U.S. Dollars;
(ii) . the proposed date of such AdvanceAdvance (which must be a Business Day);
iii. with respect to any Advance other than the Initial Advance, the purpose for which the proceeds of such Advance are to be used, as permitted by this Agreement;
iv. if the proceeds of such Advance are to be used to fund a Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies;
v. if the proceeds of such Advance are to be used in connection with the Transfer of a Portfolio Asset (iiiA) a representation description of such Portfolio Asset and whether such Portfolio Asset is a Delayed Draw Portfolio Asset and whether it is a Senior Loan, a Junior Loan or an Asset-Based Loan, (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut-Off Date therefor, (C) that such Portfolio Asset is an Eligible Portfolio Asset and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C;
vi. detailed instructions as to where the proceeds of such Advance are to be deposited or transferred;
vii. whether such Advance will be a Base Rate Loan or a LIBOR Loan; and NAI-15121569431515895953v1213 -31-
viii. all conditions precedent for an such Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Procedure for Advances. (a) During The Agent will make advances not more frequently than twice during each month upon receipt of a written request from the Reinvestment PeriodBorrowers in the form of borrowing request attached hereto as Exhibit C (each a "Requisition", and collectively, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof"Requisitions").
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower Requisition is subject to the Agent's determination that after giving effect to such Requisition, with a copy the outstanding principal balance of the Loan will not exceed the lesser of the then applicable Credit Facility Committed Amount or the Borrowing Base. Each advance under the Loan shall be in an amount of not less than $1,000,000, and in increments of $100,000 in excess thereof. Advances shall be requested by the Borrower in writing by 10:00 A.M. (Houston time) not less than five (5) Banking Days prior to the Trustee and Banking Day on which the Collateral Custodianfunds will be advanced. The Agent shall have no obligation to make any advance if at the time such advance is requested and/or is proposed to be funded, in there exists a Default or an Event of Default under any Financing Document.
(c) Unless the form of Agent shall have received notice from a Notice of Borrowing; provided Lender prior to the date on which such Lender is to provide funds to the Agent for an advance to be made by such Lender that such Notice of Borrowing shall be deemed Lender will not make available to have been received by the Agent such funds, the Agent may assume that such Lender has made such funds available to the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described advance in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection accordance with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction terms of the applicable conditions set forth Agency Agreement and the Agent in Article IIIits sole discretion may, but the Agent shall not be obligated to, in reliance upon such assumption, make available to the Borrower Borrowers on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Ratedate a corresponding amount.
(d) Subject In addition, if the Agent has reason to Section 2.18 believe a Default or an Event of Default has occurred, each Borrower hereby irrevocably authorizes the Lenders to make advances of the Loan at any time and from time to time, without further request from or notice to any Borrower, which the other termsLenders, conditionsin their sole and absolute discretion, provisions and limitations set forth herein (deem necessary or appropriate to protect the Lenders' interests under this Agreement or otherwise, including, without limitation, the payment advances of the Make-Whole PremiumLoan made to cover interest on the Loan, as applicable)fees, the Borrower may (i) borrow and reborrow Advances without any penaltyand/or Enforcement Costs, on and prior to, on, or after the Restatement Date and prior to termination of this Agreement, regardless of whether the end aggregate amount of the Reinvestment Period advances of the Loan which the Lenders may make hereunder exceeds the Credit Facility Committed Amount. The Lenders shall have no obligation whatsoever to make any advance under this subsection and (ii) repay the making of one or prepay Advances without any penalty, on more advances under this subsection shall not obligate the Lenders to make other similar advances. Any such advances will be evidenced by the Notes and after secured by the Restatement Date Collateral and prior to the Facility Maturity DateDeeds of Trust or the Assigned Notes.
(e) Determinations by Any advance under the Loan to be used to reimburse ARCC for any portion of an advance under an Assigned Note shall also comply with any requirements for an advance under the Note Purchaser Collateral and no default shall have occurred and be continuing under the Assigned Note regardless of the existence of whether any Eurodollar Disruption Event (any applicable cure period has expired in connection with such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errordefault.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Financing and Security Agreement (American Retirement Corp)
Procedure for Advances. (a) During On any Business Day during the Reinvestment applicable Availability Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the Borrowerunder a Term Loan Series, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof; provided if the Borrower rescinds any request prior to the funding of such proposed Advance, the Borrower shall be responsible for the Breakage Fees, if any, resulting from such rescission.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice upon delivery of a request for an Advance from the Borrower to the AgentAdministrative Agent and the Lenders, with a copy to the Trustee and the Collateral Custodian, no later than 2:00 p.m. two Business Days immediately prior to the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate for the Term Loan Series for which such Advance is to be made (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the Term Loan Series under which such Advance is to be made;
(ii) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding for the applicable Term Loan Series to exceed the Borrowing BaseMaximum Availability for such Term Loan Series (after giving effect to any Transfer effectuated from the use of proceeds thereof); provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(iiiii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iiiiv) with respect to the initial Advance of a Term Loan Series proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by origination, sale or contribution), a description of such Loan Asset and whether such Loan Asset is a Delayed Draw Loan Asset and a written certification of the Borrower that such Loan Asset is an Eligible Loan Asset and demonstrating compliance with the Collateral Quality Tests for such Loan Asset as set forth on Exhibit K; and
(v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date Advance Date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Xxxxxx's Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject obligation of each Lender under a Term Loan Series to Section 2.18 remit its Pro Rata Share of any Advance is several from that of each other Lender of such Term Loan Series and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence failure of any Eurodollar Disruption Event (any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligations hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 5:00 2:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall post provide electronic copies of all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) a website that the Administrative Agent has approved and to which the Administrative Agent has and each Lender Agent have access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;; and
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Original Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePeriod.
(e) Determinations A determination by the Note Purchaser any Lender of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Conduit Lender or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Business Development Corp of America)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 2:00 p.m. at least one (1) Business Day before the Business Day on which the Advance is to be made; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 2:00 p.m. (New York City time) on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,0001,000,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded deposited into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset and any Revolving Loan Asset funded by such Advance, if applicable; and
(v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the (x) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which Principal Collection Subaccount or (y) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Borrower has designated in writingCollateral Agent into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender's Pro Rata Share of the Unfunded Exposure Amount Shortfall in the same day funds to the Unfunded Exposure Account.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Closing Date and prior to the end of the Reinvestment Revolving Period and (ii) the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Datefee or premium.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.obligation hereunder
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), ifIf, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “"Unfunded Exposure Amount Shortfall”"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Servicing Agreement (CION Investment Corp)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from in the Borrower form of a Notice of Borrowing to the Administrative Agent, with a copy to the Trustee and Lenders, the Collateral CustodianAgent, in no later than 11:00 a.m. (New York City time) at least one (1) Business Day before the form of a Notice of BorrowingBusiness Day on which the Advance is to be made; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 p.m. 11:00 a.m. (New York City time) on such Business Day and if not delivered by Day, such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,0001,000,000;
(ii) the proposed date of such Advance;; and
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
satisfied (iv) or waived by the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicableAdministrative Agent). On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the Principal Collection Account (or, prior to the occurrence of an Event of Default, otherwise the account which the Borrower has designated in writing; provided that). For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with respect their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to an remit its Pro Rata Share in connection with any Advance funded in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Security Agreement (Stepstone Private Credit Fund LLC)
Procedure for Advances. (a) During The Lender will make advances from time to time upon receipt of written request from the Reinvestment Borrowers in the form designated by the Lender, provided that after giving effect to the Borrowers' request, the outstanding principal balance of the Loan would not exceed the lesser of the Credit Facility Committed Amount or the Borrowing Base. Each advance under the Loan shall be in an amount of not less than $1,000,000, and in increments of $250,000 in excess thereof. Advances or the renewal of a Eurodollar Period shall be requested by the Borrowers orally or in writing by 10:00 A.M. (Eastern time) three (3) Banking Days prior to the Banking Day on which the funds will be advanced. The Borrowers shall advise the Lender at the time of such notice which Eurodollar Period they are selecting. The Lender shall have no obligation to make any advance if at the time such advance is requested and/or is proposed to be funded, there exists an Event of Default or an event which upon notice or lapse of time or both would constitute an Event of Default under the Financing Documents. If the Borrowers fail to advise the Lender three (3) Banking Days in advance of the expiration of a Eurodollar Period of their intention to either pay off such portion of the Loan or renew the applicable Eurodollar Period, it shall be assumed by the Note Purchaser will make Advances on any Business Day at Lender that the request of the Borrower, subject Eurodollar Period is to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofbe renewed.
(b) Each Advance shall be made on In addition, if the Lender has reason to believe a Default or an Event of Default has occurred, the Borrowers hereby irrevocably authorize the Lender to make advances of the Loan at least one Business Day’s irrevocable written any time and from time to time, without further request from or notice from the Borrower to the AgentBorrowers, with a copy to which the Trustee and the Collateral CustodianLender, in its sole and absolute discretion, deems necessary or appropriate to protect the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such timeLender's interests under this Agreement or otherwise, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment advances of the Make-Whole PremiumLoan made to cover interest on the Loan, as applicable)fees, the Borrower may (i) borrow and reborrow Advances without any penaltyand/or Enforcement Costs, on and prior to, on, or after the Restatement Date and prior to termination of this Agreement, regardless of whether the end aggregate amount of the Reinvestment Period advances of the Loan which the Lender may make hereunder exceeds the Credit Facility Committed Amount. The Lender shall have no obligation whatsoever to make any advance under this subsection and (ii) repay the making of one or prepay Advances without any penalty, on and after more advances under this subsection shall not obligate the Restatement Date and prior Lender to the Facility Maturity Date.
(e) Determinations make other similar advances. Any such advances will be evidenced by the Note Purchaser secured by the Collateral and the Deeds of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorTrust.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Financing and Security Agreement (Sunrise Assisted Living Inc)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than noon on (i) the proposed Advance Date for Dollar Advances and (ii) the Business Day prior to the proposed Advance Date for Advances in an Eligible Currency other than Dollars (or such shorter period as agreed to from time to time by the Administrative Agent and each of the Lenders); provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 p.m. (New York City time) on noon, in the case of an Advance made in Dollars, such Business Day and if not delivered by such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000500,000 in such Eligible Currency;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; andprovided that, in connection with any Notice of Borrowing in respect of the acquisition by the Borrower of a loan asset constituting a newly originated loan, where the related Advance is to be remitted to the Principal Collection Subaccount, the conditions set forth in Section 3.02(a)(ii) shall not apply, excepting that, notwithstanding the foregoing, the requirements set forth in the proviso of Section 3.02(a)(ii) shall apply;
(iv) the amount of cash that will be funded by the Originator into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset funded by such Advance, if applicable;
(v) whether such Advance should be remitted to the Principal Collection Subaccount, the Unfunded Exposure Account, or (subject to completion of customary "know your customer" and anti-money laundering and sanctions diligence), the account of the Originator or a Securitization Subsidiary; and
(vi) the proposed Eligible Currency of such Advance. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower Borrower, by (A) if the related Notice of Borrowing was delivered at least one Business Day prior to such date, 2:00 p.m., New York City time, and (B) if the related Notice of Borrowing was delivered on such date, no later than the applicable Advance Date in same day fundsclose of business on such date, the (x) an amount equal to such Lende’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lende’s Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lende’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the BorrowerBorrowe’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default.
Appears in 1 contract
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Procedure for Advances. (a) During On any Business Day during the Reinvestment Revolving Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the BorrowerAdvances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent, the Collateral Administrator and the Collateral Custodian, no later than 3:00 p.m. on the Business Day immediately prior to the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance);
(iii) with respect to an Advance proposed to be funded in connection with the Pledge of a Loan Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On No later than 1:00 p.m. on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Conduit Lender may, or the related Liquidity Banks, as applicable, and the Institutional Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s ratable share of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the The Borrower shall request an Advance by delivery of the Borrower, subject to and in accordance with the terms and conditions a Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered Facility Servicer no later than 5:00 p.m. 10:00 a.m. three (New York City time3) on U.S. Government Business Days prior to the proposed date of such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other replacement) website to which the Agent has accessAdvance). Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and LTV Certificate giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be in U.S. Dollars and at least equal to $500,0002,000,000;
(ii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iii) with respect to any Advance other than the Initial Advance, the purpose for which the proceeds of such Advance are to be used which must be a representation purpose permitted pursuant to Section 5.02(h);
(iv) if a Market Trigger Event or Event of Default has occurred and is continuing on the date of such Notice of Borrowing and the proceeds of such Advance are to constitute an Unfunded Exposure Advance, that such Advance is an Unfunded Exposure Advance;
(v) if all or any part of the proceeds of such Advance are to be applied (directly or indirectly) in connection with the Transfer of a Portfolio Asset, the Borrower shall provide the Administrative Agent with (A) a description of such Portfolio Asset and whether such Portfolio Asset is (i) a Delayed Draw Portfolio Asset and (ii) a Senior Loan or a Second Lien Loan, and (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum Delayed Draw commitment required to be made thereunder; and
(vi) that all conditions precedent for an such Advance described in Article III hereof have been satisfied; andsatisfied or waived, as applicable, with respect to that Advance.
(ivb) Promptly upon receipt of a Notice of Borrowing, the amount Administrative Agent shall notify the Lenders of cash that will be funded into the Unfunded Exposure Account in connection with the requested Advance, if applicableand each Lender shall make the Advance on the terms and conditions set forth herein. On the date Advance Date of each such Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Administrative Agent from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Xxxxxx’s Pro Rata Share of such Advance, by payment into the Operating Account or any other account which as request by the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure AccountBorrower.
(c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to make such amount available to the Borrower shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder.
(d) Subject to Section 2.18 and the other termsEach Advance shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, conditions, provisions and limitations set forth herein (including, without limitationor if less, the payment remainder of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateCommitment.
(e) Determinations by The Facility Servicer shall promptly notify the Note Purchaser Borrower, the Administrative Agent and the Lenders of the existence of interest rate applicable to any Eurodollar Disruption Event (any such Interest Period upon determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorinterest rate.
(f) Notwithstanding anything to the contrary herein (including, without limitationIf all or any portion of an Advance is an Unfunded Exposure Advance, the occurrence Borrower shall transfer an amount equal that portion of such Advance which is an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in Unfunded Exposure Advance to the Unfunded Exposure Account on the date of receipt of such Advance except to the extent that portion of such Advance is less than applied towards discharging a Delayed Draw on such date.
(g) If the aggregate Borrower rescinds any request prior to the funding of all Exposure Amountsthe applicable proposed Advance, the Borrower shall request an Advance in pay the amount of Breakage Fees, if any, resulting from such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)rescission.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Stepstone Private Credit Fund LLC)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day at the The Borrower shall request an Advance by delivery of the Borrower, subject to and in accordance with the terms and conditions a Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Administrative Agent, with a copy to the Trustee Calculation Agent for, Advances in U.S. Dollars, (i) with respect -27- to LIBOR Loans, no later than 2:00 p.m. two (2) Business Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance) and (ii) with respect to Base Rate Loans, no later than 2:00 p.m. one Business Day prior to the Collateral Custodianproposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in the form of a Notice of Borrowingtheir sole discretion in connection with any other Advance); provided that such Notice at no time shall Advances Outstanding made upon notice set forth in this clause (ii) exceed 15% of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessMaximum Facility Amount. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000500,000 and the Advance will be funded in U.S. Dollars;
(ii) the proposed date of such AdvanceAdvance (which must be a Business Day);
(iii) with respect to any Advance other than the Initial Advance, the purpose for which the proceeds of such Advance are to be used, as permitted by this Agreement;
(iv) if the proceeds of such Advance are to be used to fund a representation Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies;
(v) if the proceeds of such Advance are to be used in connection with the Transfer of a Portfolio Asset (A) a description of such Portfolio Asset and whether such Portfolio Asset is a Delayed Draw Portfolio Asset and whether it is a Senior Loan, a Junior Loan or an Asset-Based Loan, (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut-Off Date therefor, (C) that such Portfolio Asset is an Eligible Portfolio Asset and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C;
(vi) detailed instructions as to where the proceeds of such Advance are to be deposited or transferred;
(vii) whether such Advance will be a Base Rate Loan or a LIBOR Loan; and
(viii) all conditions precedent for an such Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser will make Advances on On any Business Day at during the Revolving Period (unless a Suspension Period), the Borrower may request of that the BorrowerLenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery of an irrevocable written notice request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing the Borrower shall be deemed to have been received by the Agent on a Business Day if delivered no later not request same day funding more than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessonce in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000500,000 (or its Dollar Equivalent);
(ii) the proposed date of such Advance and, if such Advance is to be a Fixed Rate Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Term SOFR Advance for two Business Days following which the Advance shall convert to a Fixed Rate Advance);
(iii) the proposed Currency of such Advance;
(iiiiv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and
(v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On No later than 1:00 p.m. on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(fand (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Note Purchaser shall remit Lender Agent for such Lenders from the Advance equal Borrower, make available to the Exposure Amount Shortfall Borrower, in same day funds funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the Unfunded Exposure Accountaccount which the Borrower has designated in writing.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without Revolving Period; provided, that the repayment of any penalty, on and after Foreign Currency Advance shall be made solely in the Restatement Date and prior to the Facility Maturity Daterelated Foreign Currency.
(e) Determinations A determination by the Note Purchaser Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBORany Applicable Reference Rate, shall be conclusive absent manifest error.
(f) Notwithstanding anything The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the contrary herein (including, without limitation, the occurrence failure of an Event of Default any Liquidity Bank or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the Institutional Lender to so make such amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, available to the Borrower shall request an Advance in the amount not relieve any other Liquidity Bank or Institutional Lender of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (SLR Investment Corp.)
Procedure for Advances. (a) During On any Business Day during the Reinvestment Revolving Period, the Note Purchaser will Borrower may request that the Lenders make Advances on any Business Day at the request of the BorrowerAdvances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III Section 3.02 hereof.
(b) Each Advance shall be made on at least one Business Day’s upon delivery (which may be by electronic mail) of an irrevocable written notice Notice of Borrowing from the Borrower to the Agent, with Administrative Agent (who shall deliver a copy to each Lender), no later than 10:00 a.m., New York time, one Business Day (or such shorter time as agreed to by the Trustee and Administrative Agent in consultation with the Collateral CustodianLenders) immediately prior to the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing BaseMaximum Availability; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to $500,000500,000 or an integral multiple of $100,000 in excess thereof;
(ii) the proposed date of such Advance;; and
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On No later than 1:00 p.m. on the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article IIISection 3.02, each Lender shall, in accordance with instructions received from the Borrower or the Administrative Agent, make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest during the Interest Period at a rate per annum equal to the Yield Rateproduct of (i) the Interest Rate for such Interest Period multiplied by (ii) the weighted average daily Advances Outstanding for such Interest Period. Interest shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the Interest Period over a year comprised of 360 days.
(d) Subject to Section 2.18 2.17 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp)
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances denominated in Dollars on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 Section 2.01, this Section 2.02, Section 2.25 and 2.02 and subject to the provisions of Article III hereofIII.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from Subject to Section 2.25, the Borrower may request Advances hereunder by delivering an irrevocable Notice of Borrowing to the AgentFacility Agent (who will provide such notice to each Lender), with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered Custodian no later than 5:00 (i) in the case of an Advance, other than a Swingline Advance, 2:00 p.m. (New York City time) on such the date that is one Business Day and prior to the proposed Advance Date or (ii) in the case of a Swingline Advance, 12:00 noon on the day of the requested Swingline Advance; provided that, if not delivered by such time, such Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), the current Loan Tape and shall be accompanied by an Approval Notice setting forth the information required therein with respect to any Loans to be acquired by the Borrower on the Advance Date (if applicable) and, in each case, shall specify:
(i) the aggregate amount of such Advance, which amount Advance shall not cause the Advances Outstanding to exceed the a Borrowing BaseBase Deficiency; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000250,000;
(ii) the proposed date of such AdvanceAdvance Date;
(iii) a representation that all conditions precedent for to the making of an Advance described in Article III hereof this Agreement have been satisfied; andsatisfied or will be satisfied on or prior to the applicable Advance Date;
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the any Revolving Loan or Delayed Draw Loan funded by such Advance, if applicable; and
(v) whether such Advance (or any portion thereof) should be remitted to the Borrower or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shallAdvance Date, upon satisfaction of the applicable conditions set forth herein, each Lender shall, in Article IIIaccordance with instructions received from the Facility Agent, make available to the Borrower on the applicable Advance Date Facility Agent, in same day funds, the an amount equal to such Xxxxxx’s Pro Rata Share of such AdvanceAdvance (other than Swingline Advances), by payment into the account which the Facility Agent has designated in writing in accordance with and subject to the terms hereof and the Facility Agent shall either (i) transfer such funds to the account which the Borrower has designated in writingwriting in accordance with and subject to the terms hereof and/or (ii) remit all or a portion of such funds into the Unfunded Exposure Account, as applicable; provided that, with respect to any Notice of Borrowing requesting an Advance funded pursuant to Section 2.02(f), the Note Purchaser procedures set forth therein shall remit apply. In the Advance equal case of a Swingline Advance, upon satisfaction of the applicable conditions set forth herein, the Swingline Lender shall either (i) transfer such funds to the Exposure Amount Shortfall account which the Borrower has designated in same day writing in accordance with and subject to the terms hereof and/or (ii) remit all or a portion of such funds to into the Unfunded Exposure Account, as applicable, in an amount equal to the least of (i) the amount requested by the Borrower for such Swingline Advance, (ii) the positive difference between (A) the Swingline Commitment then in effect and (B) the aggregate principal balance of Swingline Advances outstanding as of such date, and (iii) the maximum amount that, after taking into account the -61- proposed use of the proceeds of such Swingline Advance, could be advanced to the Borrower hereunder without causing a Borrowing Base Deficiency.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject in each case to Section 2.09 and Section 2.18 and the other applicable terms, conditions, provisions and provisions, limitations and/or obligations set forth herein (including, without limitation, with respect to the payment of the Make-Whole Premiumany Unused Fee or Optional Prepayment Penalty, as applicable), the Borrower may on any date on or after the Closing Date (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of fee or premium until the Reinvestment Period End Date and (ii) repay or prepay Advances without any penalty, on and after fee or premium until the Restatement Date and prior to the Facility Maturity Collection Date.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination amount available to be communicated the Facility Agent for transfer to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything herein to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent to the making of any Advance as set forth in Section 3.02), upon the earlier of (i) the declaration or automatic occurrence of the Termination Date (other than in connection with a Bankruptcy Event with respect to the Borrower) or (ii) the Reinvestment Period End Date, the Borrower shall submit a Notice of Borrowing requesting an Advance in the amount of the Unfunded Equity Shortfall Amount. In accordance with the Notice of Borrowing submitted pursuant to this Section 2.02(f), each Lender shall fund its Pro Rata Share of such amount by transferring such amount to the Facility Agent (and the Facility Agent shall deposit all amounts received into the Unfunded Exposure Account); provided that, no Lender shall be obligated to make any Advance that would cause the portion of the Advances Outstanding then funded by it to exceed its Commitment then in effect.
Appears in 1 contract
Samples: Loan and Security Agreement (North Haven Private Income Fund LLC)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s irrevocable deliver written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 10:00 a.m.
(i) at least two (2) Business Days before the Business Day on which the Advance is to be made for Dollar Advances, (ii) at least two (2) Business Days before the Business Day on which the Advance is to be made for CAD Advances, or (iii) at least three (3) Business Days before the Business Day on which the Advance is to be made for Advances other than Dollar Advances and CAD Advances; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if is delivered no later than 5:00 p.m. (New York City time) on the applicable time set forth above, such Business Day and if not delivered by such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The ; provided, further, that if any condition precedent set forth in Article III hereof is not satisfied prior to the date such Advance is to be made, the Borrower or Servicer shall post all Loan Agreements may revoke such Notice of Borrowing upon written notice to the Administrative Agent and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has accessLender. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000500,000 in such Eligible Currency;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded by the Transferor or the Borrower into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable;
(v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account; and
(vi) the proposed Eligible Currency of such Advance. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the (x) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “"Unfunded Exposure Amount Shortfall”"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s 's failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default; provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate) and, as applicable for such Eligible Currency, the Borrowing Base (AUD), the Borrowing Base (CAD), the Borrowing Base (EUR) or the Borrowing Base (GBP), each as then in effect.
Appears in 1 contract
Samples: Loan and Servicing Agreement (First Eagle Private Credit Fund)
Procedure for Advances. (a) During On any Business Day during the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in no later than (i) 10:00 a.m. at the form of same Business Day on which such Advance is to be made with respect to a Notice of BorrowingBase Rate Advance, (ii) 11:00 a.m. at least three Business Days before the Business Day on which such Advance is to be made with respect to a Foreign Currency Advance, and (iii) 11:00 a.m. at least two Business Days before the Business Day on which such Advance is to be made with respect to any other LIBOR Advance; provided that that, if such Notice of Borrowing shall be deemed to have been received by the Agent is delivered later than time set forth above on a Business Day if delivered no later than 5:00 p.m. (New York City time) on Day, such Business Day and if not delivered by such time, Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and the current Loan Tape, and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000250,000;
(ii) the proposed date of such Advance;
(iii) the proposed Type and Currency of such Advance;
(iv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied;
(v) with respect to an Advance proposed to be funded in connection with the Pledge of a Loan Asset,
(1) a written certification of the Borrower demonstrating that such Advance resulted in, or results in, Collateral Quality Maintenance, determined as of the proposed Cut-Off Date; and
(iv2) if such Loan Asset is a Foreign Currency Loan Asset, a calculation of the Foreign Currency Excess Tests after giving effect to such Advance.
(vi) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Revolving Loan Asset or Delayed Drawdown Loan Asset funded by such Advance, if applicable; and
(vii) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received from the Administrative Agent, either (x) make available to the Borrower on Administrative Agent and the applicable Advance Date Administrative Agent shall make available to the Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (y) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account, and provided, further, that in no event shall the Administrative Agent have any obligation to fund any Lender’s Pro Rata Share of an Advance not funded by a Lender hereunder.
(c) The Advances Each Advance shall bear interest at the Yield Rate; provided that the Borrower hereby requests that the Lenders convert any Base Rate Advance into a LIBOR Advance as soon as practicable (and, unless Eurodollar Disruption Event has occurred, in any event within three Business Days) of Advance Date for such Base Rate Advance, and the Administrative Agent agrees to provide the Borrower will prompt notice of such conversion.
(d) Subject to Section 2.18 2.17 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, including the payment of the Make-Whole PremiumCall Protection Payment, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without Revolving Period; provided that the repayment of any penalty, on and after the Restatement Date and prior to the Facility Maturity DateForeign Currency Advance shall be made solely in such Foreign Currency.
(e) Determinations A determination by the Note Purchaser Administrative Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances any Advance at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default (other than the occurrence of a Bankruptcy Event with respect to the Borrower) or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Revolving Period an Unfunded Exposure Account is less than the aggregate of all Exposure AmountsAmount Shortfall exists, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.
(g) The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances and the Swingline Lender will make Swingline Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one two Business Day’s Days’ irrevocable written notice from the Borrower to the AgentAgent (who will provide each Lender with a copy promptly upon receipt thereof), with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 3:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Each Swingline Advance shall be made on any Business Day on which written notice is received from the Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which by the Agent has access. Each Notice of Borrowing shall include (who will provide the Swingline Lender and each other Lender with a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds copy promptly upon receipt thereof), USActive 52762757.4460819853.6 instructions and directions shall specify:
(i) be delivered with a written certification that such instructions and directions are in compliance with the aggregate amount provisions of Section 2.04. The Servicer and the Borrower shall promptly transmit to the Agent by telecopy or e-mail a copy of all instructions and directions given to the Trustee or the Bank by such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance party pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable2.04. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available The Agent shall promptly transmit to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 Servicer and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns telecopy or e-mail a copy of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything all instructions and directions given to the contrary herein (including, without limitation, the occurrence of an Event of Default Trustee or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency)Bank by the Agent, if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything pursuant to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).Section
Appears in 1 contract
Procedure for Advances. (a) During the Reinvestment Period, the Note Purchaser Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice (other than in the case of a Same-Day Advance) from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Trustee Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. For each Same-Day Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian no later than 2:00 p.m. on the proposed date of such Same-Day Advance; provided that, the amount of any such Same-Day Advance shall not exceed $20,000,000. The Borrower or the Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Administrative Agent and each Lender Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and;
(iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with the any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and
(v) whether such Advance should be remitted to the Borrower or the Unfunded Exposure Account. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower, either (i) make available to the Borrower on the applicable Advance Date Borrower, in same day funds, the an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Rate.
(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DatePeriod.
(e) Determinations A determination by the Note Purchaser Wachovia of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02). For the avoidance of doubt, the Borrower shall not be required to fund the Unfunded Exposure Account unless and until the occurrence of an Event of Default or the last day of the Reinvestment Period.
(g) The obligation of each Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp)
Procedure for Advances. (a) During the Reinvestment Revolving Period, the Note Purchaser Lenders will make Advances on any Funding Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.
(b) Each Advance For each Advance, the Borrower shall be made on at least one Business Day’s deliver an irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender, with a copy to the Collateral Agent and the Collateral Custodian, no later than noon on (i) the proposed Advance Date for Dollar Advances, (ii) the Funding Business Day prior to the proposed Advance Date for CAD Advances, Euro Advances and GBP Advances (or such shorter period as agreed to from time to time by the Administrative Agent and each of the Lenders) and (iii) the Funding Business Day two (2) Funding Business Days prior to the proposed Advance Date for AUD Advances; provided that that, if such Notice of Borrowing is delivered later than noon, in the case of an Advance made in Dollars, such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Funding Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify:
(i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000500,000 in such Eligible Currency;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; andprovided that, in connection with any Notice of Borrowing in respect of the acquisition by the Borrower of a loan asset constituting a newly originated loan, where the related Advance is to be remitted to the Principal Collection Subaccount, the conditions set forth in Section 3.02(a)(ii) shall not apply, excepting that, notwithstanding the foregoing, the requirements set forth in the proviso of Section 3.02(a)(ii) shall apply;
(iv) the amount of cash that will be funded by the Originator into the Unfunded Exposure Account in connection with the any Delayed Draw Loan Asset funded by such Advance, if applicable;
(v) whether such Advance should be remitted to the Principal Collection Subaccount, the Unfunded Exposure Account, or (subject to completion of customary “know your customer” and anti-money laundering and sanctions diligence), the account of the Originator or a Securitization Subsidiary; and
(vi) the proposed Eligible Currency of such Advance. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower Borrower, by (A) if the related Notice of Borrowing was delivered at least one Funding Business Day prior to such date, 2:00 p.m., New York City time, and (B) if the related Notice of Borrowing was delivered on such date, no later than the applicable Advance Date in same day fundsclose of business on such date, the (x) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing; provided that, with respect to Principal Collection Subaccount or (y) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Exposure Amount Shortfall in same day funds to Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.
(c) The Advances Each Advance shall bear interest at the applicable Yield Rate.
(d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Prepayment Premium, as applicable), the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity DateRevolving Period.
(e) Determinations by the Note Purchaser The obligation of the existence each Lender to remit its Pro Rata Share of any Eurodollar Disruption Event (Advance shall be several from that of each other Lender and the failure of any Lender to so make such determination to be communicated amount available to the Borrower by written notice from the Agent promptly after the Agent learns shall not relieve any other Lender of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorobligation hereunder.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Aggregate Unfunded Exposure AmountsAmount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02)) other than an Event of Default.
Appears in 1 contract
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Procedure for Advances. (a) During The Agent will make advances not more frequently than twice during each month upon receipt of a written request from the Reinvestment PeriodBorrowers in the form of borrowing request attached hereto as Exhibit C (each a "Requisition", and collectively, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof"Requisitions").
(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower Requisition is subject to the Agent's determination that after giving effect to such Requisition, with a copy the outstanding principal balance of the Loan will not exceed the lesser of the then applicable Credit Facility Committed Amount or the Borrowing Base. Each advance under the Loan shall be in an amount of not less than $1,000,000, and in increments of $100,000 in excess thereof. Advances shall be requested by the Borrower in writing by 10:00 A.M. (Houston time) not less than five (5) Banking Days prior to the Trustee and Banking Day on which the Collateral Custodianfunds will be advanced. The Agent shall have no obligation to make any advance if at the time such advance is requested and/or is proposed to be funded, in there exists a Default or an Event of Default under any Financing Document.
(c) Unless the form of Agent shall have received notice from a Notice of Borrowing; provided Lender prior to the date on which such Lender is to provide funds to the Agent for an advance to be made by such Lender that such Notice of Borrowing shall be deemed Lender will not make available to have been received by the Agent such funds, the Agent may assume that such Lender has made such funds available to the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described advance in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection accordance with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction terms of the applicable conditions set forth Agency Agreement and the Agent in Article IIIits sole discretion may, but the Agent shall not be obligated to, in reliance upon such assumption, make available to the Borrower Borrowers on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.
(c) The Advances shall bear interest at the Yield Ratedate a corresponding amount.
(d) Subject to Section 2.18 and the other termsIn addition, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may (i) borrow and reborrow Advances without any penalty, on and after the Restatement Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from if the Agent promptly after the Agent learns of such event), has reason to believe a Default or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or has occurred, each Borrower hereby irrevocably authorizes the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything Lenders to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).make
Appears in 1 contract
Samples: Financing and Security Agreement (American Retirement Corp)
Procedure for Advances. (a) During Subject to the Reinvestment Periodlimitations set forth in Section 2.01, the Note Purchaser will make Advances on any Business Day Borrower may request an Advance from the Lenders, in an aggregate amount up to the Availability as of such date, by delivering at the request specified times the information and documents set forth in this Section 2.02. Upon receipt of such information and documents, the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject Administrative Agent will provide notification to the provisions of Article III hereofLenders with respect thereto.
(b) Each The Borrower (or the Collateral Manager on its behalf) shall deliver a Collateral Manager Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower Date Report to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent on a Business Day if delivered no later than 5:00 p.m. 11:00 a.m.
(New York City timec) on such Business Day and if not delivered by such timeOn the proposed Advance Date, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated subject to the date such Advance is requested limitations set forth in Section 2.01 and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:
(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;
(ii) the proposed date of such Advance;
(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and
(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, (i) each Lender shall make available to the Borrower on the applicable Advance Date Administrative Agent in same day funds, at such bank or other location reasonably designated by the Administrative Agent from time to time, an amount allocated to the Lender’s Pro Rata Share of the least of (A) the amount of requested by the Borrower for such Advance, by payment into (B) the account which the Borrower has designated aggregate unused Commitments then in writing; provided that, with respect to effect and (C) an Advance funded pursuant to Section 2.02(f), the Note Purchaser shall remit the Advance amount equal to the Exposure Amount Shortfall maximum amount that would not result in same day funds any Borrowing Base Deficiency on such Advance Date (after giving effect to the Unfunded Exposure Account.
use of such Advance for the purchase of Eligible Collateral Assets) and (cii) The Advances the Administrative Agent shall bear interest make the aggregate amount received from the Lenders available to the Borrower in the applicable Principal Collection Account at such bank or other location reasonably designated by Borrower in the Yield RateNotice of Borrowing given pursuant to this Section 2.02.
(d) On each Advance Date, the obligation of each Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
(e) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable)herein, the Borrower may (i) borrow borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Restatement Closing Date and prior to the end of the Reinvestment Period and (ii) repay or prepay Advances without any penalty, on and after the Restatement Date and prior to the Facility Maturity Date.
(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorPeriod.
(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base DeficiencyDefault), if, on upon the last day earlier to occur of the end of the Reinvestment PeriodPeriod or the Commitment Termination Date, the amount on deposit in the Unfunded Exposure Reserve Account is less than the aggregate of all Net Aggregate Exposure Amounts, the Borrower shall request an Advance covenants and agrees to fund in full the amount of such shortfall by (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of x) depositing such amount into the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02).Reserve USActive 60058040.860058040.11 -68-
Appears in 1 contract
Samples: Loan and Servicing Agreement (KKR Enhanced US Direct Lending Fund-L Inc.)