Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2. (b) No later than 3:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver: (i) to the Administrative Agent and the Collateral Custodian 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; (ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance; (iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; (iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e)). Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender 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 Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day. (c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date. (d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 7 contracts
Samples: Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.), Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.), Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(a), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its the Borrower’s behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent (with a copy to each Lender and the Collateral Custodian Agent) a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such drawa draw under a Revolving Loan or Delayed Draw Loan), to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Date of such Advance, (ciii) specify the Loan(s) (if any) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) (if any)), and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender after 3:00 2:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 7 contracts
Samples: Loan and Security Agreement (Crescent Capital BDC, Inc.), Loan and Security Agreement (Crescent Capital BDC, Inc.), Loan and Security Agreement (Crescent Capital BDC, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Lenders Administrative Agent at certain times the information and documents set forth in this Section 2.2. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Revolving Lenders and/or the Swingline Lender, as applicable, with respect thereto.
(b) No With respect to (i) all Loan Advances, no later than 3:00 p.m. on the Business Day prior to the proposed Funding Date and (ii) all Swingline Advances, no later than 3:00 p.m. on the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent (which shall promptly deliver to each Revolving Lender or, in the case of any Swingline Advance, the Swingline Lender) and the Collateral Custodian 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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender (x) after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance (other than a Swingline Advance) is requested, (y) after 3:00 p.m. on the Business Day on which a Swingline Advance is requested or (z) on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) or (b), as applicable, and upon satisfaction of the applicable conditions set forth in Article III:
(i) in the case of a Loan Advance, (x) each Lender shall make available to the Administrative Agent in same day funds, by no later than 12:00 noon, an amount equal to such 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) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base and (y) the Administrative Agent shall make all funds received from the Lenders under clause (x) available to the Borrower in same day funds by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2; or
(ii) in the case of a Swingline Advance, the Swingline Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Swingline Advance, (ii) the aggregate unused Commitments positive difference between (A) the Swingline Commitment then in effect and (B) the aggregate outstanding Swingline Advances as of such date and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Swingline Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base.
(d) On each Funding Date, the obligation of each Revolving Lender to remit its Pro Rata Share of any such Loan Advance shall be several from that of each other Revolving Lender and the failure of any Revolving Lender to so make such amount available to the Borrower shall not relieve any other Revolving Lender of its obligation hereunder.
(e) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End DateDate with respect to all the Commitments, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Revolving Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 5 contracts
Samples: Loan and Security Agreement (New Mountain Finance Corp), Loan and Security Agreement (New Mountain Finance Corp), Loan and Security Agreement (New Mountain Finance Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1, the Borrower may request an Advance from the Lenders by delivering to the Lenders Agent at certain the times set forth below, the information and documents set forth in this Section 2.2.
(b) No later than 3:00 2:00 p.m. on the (New York City time) one Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent Trustee and the Collateral Custodian Agent, a duly completed Borrowing Base Certificate updated Funding Request substantially in the form of Exhibit A-1 hereto; and, to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof;extent applicable,
(ii) subject to its receipt of a written request from the Agent, to the Administrative Agent a credit report and transaction summary for each Pre-Positioned Loan that is to be funded with the proceeds of the proposed Advance setting forth the credit underwriting by the Originator of such Pre-Positioned Loan, including, without limitation, a description of the Obligor and the Loan(s) proposed Loan transaction in a form reasonably acceptable to the Agent; provided that Pre-Positioned Loans with an Aggregate Outstanding Loan Balance no greater than 10% of the Aggregate Outstanding Loan Balance may be funded by (in respect of all Advances Outstanding, including the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed as Pre-Positioned Loans at any one time. Each Funding Notice which Request shall (ai) specify the desired aggregate amount of such the requested Advance, which shall be in an amount must be equal to at least equal to $500,000 (or, 1,000,000 or an integral multiple of $100,000 in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Shareexcess thereof, (bii) specify the proposed Funding Date of such the requested Advance, (ciii) specify the Loan(s) to be financed on such Funding Date amount of Advances Outstanding, (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (div) include a representation that all conditions precedent for an Advance described in Article III hereof a funding have been met met, (except v) include a Borrowing Base Certificate calculated as otherwise provided in Section 2.2(e))of the date the Advance is requested and after giving effect to the Advance requested therein and the use of proceeds thereof, (vi) include a wire disbursement and authorization form and (vii) include an updated Loan List including each Pre-Positioned Loan to be funded with the proceeds of the requested Advance. Each Any Funding Notice Request shall be irrevocable. If any Funding Notice Request is received by the Administrative Agent and each Lender after 3:00 2:00 p.m. (New York City time) on the Business Day that is one Business Day prior to the Business Day for which such Advance is requested or on a day that is not a Business Day, such Funding Notice Request shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day. The Agent shall promptly notify the Lenders of the receipt of each Funding Request. Such notice shall be given by telephone and shall be promptly confirmed in writing by facsimile.
(c) No later than 2:00 p.m. (New York City time) on the proposed Funding Date, the Borrower (or the Servicer on its behalf) shall deliver to the Agent and the Trustee a certification substantially in the form of Exhibit I to the Borrower concerning the Trustee’s receipt of certain documentation relating to each Pre-Positioned Loan to be funded with the proceeds of such Advance.
(d) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) 2.1, and upon satisfaction of the applicable conditions set forth in Article III, each Lender (other than a Non-Extending Lender) shall make available to the Borrower in same day funds, by wire transfer to the account at such bank or other location reasonably designated by the Borrower in the Funding Notice Request given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (ix) the amount requested by the Borrower for such Advance, (iiy) the aggregate unused Commitments then in effect and (iiiz) an amount equal to the Availability on such Funding Date.
(de) On each Funding Date, each Conduit Lender, to the extent such Conduit Lender will fund the requested Advance through the issuance of Commercial Paper Notes, will use commercially reasonable efforts to select maturities for such Commercial Paper Notes which will correspond as nearly as practicable to the periodic settlement date of any Hedge Transaction the Borrower may be required to enter into on such Funding Date pursuant to Section 5.2; provided that prior to the occurrence of an Interest Rate Hedge Trigger, the maturities of the Commercial Paper Notes will be selected at the discretion of each Conduit Lender; and provided further that no Conduit Lender shall incur any liability or obligation to any party under this Agreement or any other Transaction Document by reason of its failure or inability to cause the maturities of its Commercial Paper Notes then issued to correspond to the tenor of any such Hedge Transaction as described herein.
(f) On each Funding 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.
(eg) Notwithstanding anything Subject to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent limitations set forth in Section 3.2)2.1, except that no Lender on any day on which the Availability is greater than zero, nothing in this Agreement shall make any prevent the Borrower from requesting an Advance from the Lenders for the purpose of distributing the proceeds of such Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing BaseKohlberg Capital and for any other purpose not prohibited by this Agreement.
Appears in 2 contracts
Samples: Loan Funding and Servicing Agreement (Kohlberg Capital CORP), Loan Funding and Servicing Agreement (Kohlberg Capital CORP)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin this Section 2.2, the Borrower may may, during the Revolving Period, request an Advance from the Lenders make advances of funds (each, a “Loan Advance”) under the Notes by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(b) No Subject to the limitations set forth in this Section 2.2 and Section 3.2 the Borrower may, from time to time during the Revolving Period, request the Swingline Lender make Swingline Advances under the Swingline Note by delivering to the Administrative Agent the information and documents set forth in this Section 2.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(c) With respect to (i) Advances at Adjusted Term SOFR (other than Swingline Advances), no later than 3:00 p.m. on the 11:00 a.m. (New York City Time) two (2) U.S. Government Securities Business Day Days prior to the proposed Funding Date, (ii) a Base Rate borrowing not later than 11:00 a.m. (New York City Time) one (1) Business Day before the date of the proposed Funding Date or (iii) Swingline Advances not later than 11:00 a.m. (New York City Time) on the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Availability and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Revolving Loan or Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e2.9(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested 11:00 a.m. (New York City Time) or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. (New York City Time) on the next Business Day. For the avoidance of doubt, if Xxxxxxxx delivers a Funding Notice specifying a proposed Funding Date that would occur less than one (1) Business Day after the date such Funding Notice is received (or deemed received in accordance with Section 2.2(c)(ii)), such request for an Advance shall be treated as a request for a Swingline Advance.
(cd) On each Funding Date and on the date of each Reinvestment of Principal Collections pursuant to Section 2.14(a)(i) or acquisition by the Borrower of Additional Loans in connection with a Substitution pursuant to Section 2.14(b), the Borrower will provide the applicable Borrower’s Notice and a Borrowing Base Certificate, each updated as of such date, to the Administrative Agent (with a copy to the Collateral Custodian) and Administrative Agent shall forward copies of the same to the Lenders promptly upon receipt thereof.
(e) On the proposed Funding Date, subject to the limitations set forth in this Section 2.1(a) 2.2 and upon satisfaction of the applicable conditions set forth in Article III:
(i) with respect to each Advance (other than a Swingline Advance), each Lender shall make available to the Borrower Administrative Agent in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2no later than 12:00 noon (New York City Time), an amount equal to such Lender’s Pro Rata Share of the least of (iA) the amount requested by the Borrower for such Advance, (iiB) the aggregate unused Commitments then in effect and (iiiC) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Availability; and
(ii) with respect to each Swingline Advance, the Swingline Lender shall make available to the Borrower in same day funds, an amount equal to the Availability on least of (i) the amount requested by the Borrower for such Funding DateSwingline Advance, (ii) the positive difference between (A) the Swingline Commitment then in effect and (B) the aggregate outstanding Swingline Advances as of such date and (iii) the maximum amount that, after taking into account the proposed use of proceeds of such Swingline Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Availability; provided that, no Swingline Advance will be permitted if the amount requested by the Borrower in respect of such Swingline Advance will cause the sum of (x) the outstanding Swingline Advances as of such date, and (y) aggregate outstanding amount of Advances made by the Swingline Lender in its capacity as a Lender (excluding the portion of such Swingline Advance attributable to the Swingline Lender’s subsequent Advance in connection with the repayment of such Swingline Advance) to exceed the Commitment of the Swingline Lender in its capacity as a Lender.
(diii) upon receipt of the amounts described in clause (i) or (ii), as applicable, the Administrative Agent shall promptly fund such amounts by wire transfer to the account designated by Borrower in the applicable Funding Notice given pursuant to this Section 2.2.
(f) On each Funding Date, (which is not associated with a Swingline Advance), the obligation of each Lender to remit its Pro Rata Share of any such Loan 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. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any Loan Advance on or after the date that is two (2) Business Days prior to the earlier to occur of the Revolving Period End Date or the Termination Date. For the avoidance of doubt, in relation with a refunding of a Swingline Advance, such Xxxxxx’s payment obligation will be fulfilled in accordance with Section 2.19.
(eg) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower Administrative Agent (x) may, in the case of the occurrence of an Event of Default or (y) shall in the case of the occurrence of the Revolving Period End Date, on behalf of the Borrower, request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested)request, the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and 2.2(f), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, a Borrowing Base Deficiency would result.
(h) Advances to be made for the purpose of refunding Swingline Advances Outstanding would exceed shall be made by the Borrowing BaseLenders as provided in Section 2.19.
Appears in 2 contracts
Samples: Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund), Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(a), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, (A) if the Advance is denominated in Dollars, no later than 3:00 p.m. on the proposed Funding Date, (B) if the Advance is denominated in GBP, no later than 3:00 p.m. at least five (5) Business Day Days prior to the proposed Funding DateDate and (C) if the Advance is denominated in an Available Currency other than Dollars or GBP, no later than 3:00 p.m. at least three (3) Business Days prior to the Funding Date (or, in each case, such shorter time period as is acceptable to the Administrative Agent), the Borrower (or the Collateral Manager Servicer on its the Borrower’s behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent (with a copy to each Lender and the Collateral Custodian Agent) a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired requested amount of such Advance, which amount shall not cause a Borrowing Base Deficiency and must be at least equal to $500,000 (or the equivalent amount in the applicable Available Currency), or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Date of such Advance, (ciii) specify the Loan(s) (if any) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) (if any)), and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable; provided, however, that (x) during any Benchmark Unavailability Period, the Borrower may revoke any Funding Notice promptly upon receiving notice of the commencement of such Benchmark Unavailability Period. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested any day (or on a day that is not a Business Day), such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business DayDay and (y) the Borrower may revoke any Funding Notice by providing notice at least two Business Days prior to the proposed Funding Date.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction or waiver of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such LenderXxxxxx’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing a Borrowing Base Deficiency.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 2 contracts
Samples: Loan and Security Agreement (Blue Owl Credit Income Corp.), Loan and Security Agreement (Owl Rock Core Income Corp.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No later than 3:00 p.m. 11:00 a.m. on the second Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Agent 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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(sPortfolio Asset(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;; and
(iv) to the Administrative Agent and the Collateral Custodian Agent a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 1,000,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(sPortfolio Asset(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each LoanPortfolio Asset) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e)). Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 p.m. 11:00 a.m. on the second Business Day prior to the Business Day for which such Advance is requested or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 2 contracts
Samples: Loan and Security Agreement (New Mountain Guardian IV BDC, L.L.C.), Loan and Security Agreement (New Mountain Guardian IV BDC, L.L.C.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(a), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 p.m. 10:00 a.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its the Borrower’s behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent (with a copy to each Lender and the Collateral Custodian Agent) a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)250,000, to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Date of such Advance, (ciii) specify the Loan(s) (if any) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balanceOutstanding Balance, OLBAssigned Value, Advance Date Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) (if any)), and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 4:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either the Advances Outstanding to exceed the Borrowing Base.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 2 contracts
Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.), Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(a), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its the Borrower’s behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent and the Lenders (with a copy to each Lender and the Collateral Custodian Agent) a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired requested amount of such Advance, which amount shall not cause a Borrowing Base Deficiency and must be at least equal to $500,000 (500,000, or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Date of such Advance, (ciii) specify the Loan(s) (if any) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) (if any)), and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable; provided, however, that during any Benchmark Unavailability Period, the Borrower may revoke any Funding Notice promptly upon receiving notice of the commencement of such Benchmark Unavailability Period. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 2:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested any day (or on a day that is not a Business Day), such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction or waiver of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such LenderXxxxxx’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing a Borrowing Base Deficiency.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 2 contracts
Samples: Loan and Security Agreement (Stepstone Private Credit Fund LLC), Loan and Security Agreement (Stepstone Private Credit Fund LLC)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(a), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its the Borrower’s behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent (with a copy to each Lender and the Collateral Custodian Agent) a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such drawa draw under a Revolving Loan or Delayed Draw Loan), to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Date of such Advance, (ciii) specify the Loan(s) (if any) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) (if any)), and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender after 3:00 2:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction or waiver of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such LenderXxxxxx’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 2 contracts
Samples: Loan and Security Agreement (Palmer Square Capital BDC Inc.), Loan and Security Agreement (Palmer Square Capital BDC Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Sections 2.1(a), (b) and (c) the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2 p.m. on the Business Day prior to immediately preceding the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent, each Lender and the Collateral Agent a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, and shall be in the case integral multiples of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)$10,000 in excess thereof, to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Advance Date of such Advance, (ciii) specify the Loan(s) to be financed on such Funding Advance Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and), with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable; provided, however, if the Borrower receives a Delayed Funding Notice in accordance with Section 2.2(e) by 6:00 p.m. on the Business Day prior to the Advance Date of any proposed Advance, the Borrower shall have the right to revoke the Funding Notice in respect of such Advance by providing the Administrative Agent written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. on the proposed Advance Date for such Advance. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender after 3:00 2:00 p.m. on the Business Day prior to immediately preceding the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Advance Date, subject to the limitations set forth in Section Sections 2.1(a), (b) and (c) upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments.
(d) On each Funding 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) Notwithstanding anything With respect to any Advance:
(i) a Delayed Funding Lender, upon receipt of any Funding Notice pursuant to Section 2.2(b), promptly (but in no event later than 6:00 p.m. on the Business Day prior to the contrary hereinproposed Advance Date of such Advance) may notify the Borrower in writing (a “Delayed Funding Notice”) of its election to designate such Advance as a delayed Advance (such Advance, upon a “Designated Delayed Advance”). If such Delayed Funding Lender’s Pro Rata Share of such Advance exceeds its Required Non-Delayed Amount (such excess amount, the occurrence “Permitted Delayed Amount”), then the Delayed Funding Lender shall also include in the Delayed Funding Notice the portion of such Advance (such amount as specified in the Delayed Funding Notice, not to exceed such Delayed Funding Lender’s Permitted Delayed Amount, the “Delayed Amount”) that the Delayed Funding Lender has elected to fund on a Business Day that is on or prior to the thirty-fifth (35th) day following the proposed Advance Date of such Advance (such date as specified in the Delayed Funding Notice, the “Delayed Funding Date”) rather than on the proposed Advance Date for such Advance specified in the related Funding Notice;
(ii) if (A) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower specifying a Delayed Amount in respect of any Advance and (B) the Borrower shall not have revoked the notice of the earlier Advance by 10:00 a.m. on the proposed Advance Date of such Advance, then the Borrower, by no later than 11:30 a.m on such proposed Advance Date, may (but shall have no obligation to) direct each Available Delayed Amount Lender to fund an additional portion of such Advance on the proposed Advance Date equal to such Available Delayed Amount Lender’s Pro Rata Share of the least of (i) an Event of Default or the aggregate Delayed Amount with respect to the proposed Advance, (ii) the Revolving Period End Dateaggregate unused Commitments then in effect and (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments;
(iii) upon receipt of any notice of a Delayed Amount in respect of an Advance pursuant to Section 2.2(e)(ii), an Available Delayed Amount Lender, promptly (but in no event later than 2:00 p.m. on the proposed Advance Date of such Advance) may notify the Borrower in writing (a “Second Delayed Funding Notice”) of its election to decline to fund a portion of its Pro Rata Share of such Delayed Amount (such portion, the “Second Delayed Funding Notice Amount”); provided that, the Second Delayed Funding Notice Amount shall not exceed the excess, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amountany, the Borrower shall request an Advance in the amount of (A) such Available Delayed Amount Lender’s Pro Rata Share of such shortfall Delayed Amount over (the “Exposure B) such Available Delayed Amount Shortfall”). Following receipt of a Funding Notice Lender’s Required Non-Delayed Amount (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and after giving pro forma effect to the funding of any amount in respect of such Advance requestedto be made by such Available Delayed Amount Lender) (such excess amount, the “Second Permitted Delayed Amount”), and upon any such election, such Available Delayed Amount Lender shall include in the Lenders Second Delayed Funding Notice the Second Delayed Funding Notice Amount; and
(iv) subject to the limitations set forth in Section 2.2(e)(ii), a Delayed Funding Lender that delivered a Delayed Funding Notice in respect of a Delayed Amount shall be obligated to fund such Exposure Delayed Amount Shortfall on the related Delayed Funding Date in the manner set forth in the next succeeding sentence. Such Delayed Funding Lender shall (i) pay the sum of the Second Delayed Funding Notice Amount related to such Delayed Amount, if any, to the Borrower on the related Delayed Funding Date by wire transfer in same day funds to the account specified in the related Funding Notice given pursuant to this Section 2.2 and (ii) pay the Delayed Funding Reimbursement Amount related to such Delayed Amount, if any, on such related Delayed Funding Date to the Administrative Agent in immediately available funds for the ratable benefit of the related Available Delayed Amount Lenders that funded the Delayed Amount on the date of the Advance related to such Delayed Amount in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.22.2(e)(ii), except based on the relative amount of such Delayed Amount funded by such Available Delayed Amount Lender on the date of such Advance pursuant to Section 2.2(e)(ii). For the avoidance of doubt, no Delayed Funding Lender that no has provided a Delayed Funding Notice in respect of an Advance shall be considered to be in default of its obligation to fund its Delayed Amount or be treated as a Defaulting Lender shall make any Advance hereunder unless and until it has failed to fund the extent that, after giving effect to such Advance, Delayed Funding Reimbursement Amount or the Advances Outstanding would exceed Second Delayed Funding Notice Amount on the Borrowing Baserelated Delayed Funding Date in accordance with this Section 2.2(e)(iv).
Appears in 2 contracts
Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp), Loan and Security Agreement (Oaktree Strategic Income Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(b), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No later than 3:00 p.m. (Charlotte, North Carolina time) on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager Administrator on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian written notice of such proposed Funding Date (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);
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)500,000, to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan and identifying the proposed Advance Rate applicable to each such Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 p.m. (Charlotte, North Carolina time) 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 Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. (Charlotte, North Carolina time) on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a2.1(b) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 2 contracts
Samples: Loan and Security Agreement (New Mountain Finance Corp), Loan and Security Agreement (New Mountain Finance Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No later than 3:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian 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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each USActive 56057294.10 Lender 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 Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan and Security Agreement (New Mountain Finance Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the The Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(b) No With respect to all Advances other than the initial Advance on the Closing Date, no later than 3:00 2:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian Custodian) written notice of such proposed Funding Date (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);
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iviii) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian Custodian) a duly completed Funding Notice Request which shall (aA) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)500,000, to be allocated (with respect to an Advance) to each Lender in accordance with its Pro Rata Share, (bB) specify the proposed Funding Date of such Advance, (cC) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan and identifying each Loan by type and proposed Advance Rate applicable to each such Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (dD) include a representation that all conditions precedent for an Advance described in Article III Section 3.2 hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice Request shall be irrevocable; provided, however, that during any Benchmark Unavailability Period, the Borrower may revoke any Funding Notice promptly upon receiving notice of the commencement of such Benchmark Unavailability Period. If any Funding Notice Request is received by the Administrative Agent and each Lender after 3:00 2:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date, or on a day that is not a Business Day, such Funding Notice Request shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article IIISection 3.2, in the case of an Advance, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account at such bank or other location reasonably designated by Borrower in the Funding Notice Request given pursuant to this Section 2.2, an amount equal to such Lender’s Lxxxxx's Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date.
(d) On each Funding 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) Notwithstanding anything Subject to Section 2.3 and the contrary hereinother terms, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Dateconditions, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested provisions and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary limitations set forth herein (including, without limitation, the Borrower’s failure to satisfy any payment of the conditions precedent set forth in Section 3.2Prepayment Penalty, as applicable), except that no Lender shall make the Borrower may borrow, repay or prepay and reborrow Advances without any Advance penalty, fee or premium on and after the Closing Date and prior to the extent thatend of the Reinvestment Period. Notwithstanding anything to the contrary herein, after giving effect on the Closing Date the Borrower may request an Advance for the purpose of repaying Indebtedness outstanding under the Existing Credit Facility. In connection therewith, any obligation of WFBNA in its capacity as a Lender to fund such Advance, Advance may be netted against any amounts due to WFBNA in its capacity as a lender under the Advances Outstanding would exceed the Borrowing BaseExisting Credit Facility.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Franklin BSP Lending Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
. (b) No No(x) Prior to the Initial Lender Joinder Date, with respect to all Loan Advances, no later than 3:00 p.m. on the proposed Funding Date, and (y) on and after the Initial Lender Joinder Date, with respect to (I) all Loan Advances, no later than 3:00 p.m. on the Business Day prior to the proposed Funding Date and (II) all Swingline Advances, no later than 3:00 p.m. on the proposed Funding Date, in each case, the Borrower (or the Collateral Manager on its behalf) shall deliver:
: (i) to the Administrative Agent and the Collateral Custodian 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;
; (ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
; USActive 55525956.1255525956.15 52 (iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
; (iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e)). Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender 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 Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Sections 2.1(a), (b) and (c) the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2 p.m. on the Business Day prior to immediately preceding the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent, each Related Group and the Collateral Agent a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, and shall be in the case integral multiples of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)$10,000 in excess thereof, to be allocated to each Lender Related Group in accordance with its Pro Rata Share, (bii) specify the proposed Funding Advance Date of such Advance, (ciii) specify the Loan(s) to be financed on such Funding Advance Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and), with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable; provided, however, if the Borrower receives a Delayed Funding Notice in accordance with Section 2.2(e) by 6:00 p.m. on the Business Day prior to the Advance Date of any proposed Advance, the Borrower shall have the right to revoke the Funding Notice in respect of such Advance by providing the Administrative Agent (with a copy to the Collateral Agent) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. on the proposed Advance Date for such Advance. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender Related Group after 3:00 2:00 p.m. on the Business Day prior to immediately preceding the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender Related Group at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Advance Date, subject to the limitations set forth in Section Sections 2.1(a), (b) and (c) upon satisfaction of the applicable conditions set forth in Article III, each Lender Related Group shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such LenderRelated Group’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments.
(d) On each Funding Advance Date, the obligation of each Lender Related Group to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender Related Group and the failure of any Lender Related Group to so make such amount available to the Borrower shall not relieve any other Lender Related Group of its obligation hereunder.
(e) Notwithstanding anything With respect to any Advance:
(i) a Delayed Funding Lender, upon receipt of any Funding Notice pursuant to Section 2.2(b), promptly (but in no event later than 6:00 p.m. on the Business Day prior to the contrary hereinproposed Advance Date of such Advance) may notify the Borrower in writing (a “Delayed Funding Notice”) of its election to designate such Advance as a delayed Advance (such Advance, upon a “Designated Delayed Advance”). If such Delayed Funding Lender’s Pro Rata Share of such Advance exceeds its Required Non-Delayed Amount (such excess amount, the occurrence “Permitted Delayed Amount”), then the Delayed Funding Lender shall also include in the Delayed Funding Notice the portion of such Advance (such amount as specified in the Delayed Funding Notice, not to exceed such Delayed Funding Lender’s Permitted Delayed Amount, the “Delayed Amount”) that the Delayed Funding Lender has elected to fund on a Business Day that is on or prior to the thirty-fifth (35th) day following the proposed Advance Date of such Advance (such date as specified in the Delayed Funding Notice, the “Delayed Funding Date”) rather than on the proposed Advance Date for such Advance specified in the related Funding Notice;
(ii) if (A) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower specifying a Delayed Amount in respect of any Advance and (B) the Borrower shall not have revoked the notice of the earlier Advance by 10:00 a.m. on the proposed Advance Date of such Advance, then the Borrower, by no later than 11:30 a.m on such proposed Advance Date, may (but shall have no obligation to) direct each Available Delayed Amount Lender to fund an additional portion of such Advance on the proposed Advance Date equal to such Available Delayed Amount Lender’s Pro Rata Share of the least of (i) an Event of Default or the aggregate Delayed Amount with respect to the proposed Advance, (ii) the Revolving Period End Dateaggregate unused Commitments then in effect and (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments;
(iii) upon receipt of any notice of a Delayed Amount in respect of an Advance pursuant to Section 2.2(e)(ii), an Available Delayed Amount Lender, promptly (but in no event later than 2:00 p.m. on the proposed Advance Date of such Advance) may notify the Borrower in writing (a “Second Delayed Funding Notice”) of its election to decline to fund a portion of its Pro Rata Share of such Delayed Amount (such portion, the “Second Delayed Funding Notice Amount”); provided that, the Second Delayed Funding Notice Amount shall not exceed the excess, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amountany, the Borrower shall request an Advance in the amount of (A) such Available Delayed Amount Lender’s Pro Rata Share of such shortfall Delayed Amount over (the “Exposure B) such Available Delayed Amount Shortfall”). Following receipt of a Funding Notice Lender’s Required Non-Delayed Amount (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and after giving pro forma effect to the funding of any amount in respect of such Advance requestedto be made by such Available Delayed Amount Lender) (such excess amount, the “Second Permitted Delayed Amount”), and upon any such election, such Available Delayed Amount Lender shall include in the Lenders Second Delayed Funding Notice the Second Delayed Funding Notice Amount; and
(iv) subject to the limitations set forth in Section 2.2(e)(ii), a Delayed Funding Lender that delivered a Delayed Funding Notice in respect of a Delayed Amount shall be obligated to fund such Exposure Delayed Amount Shortfall on the related Delayed Funding Date in the manner set forth in the next succeeding sentence. Such Delayed Funding Lender shall (i) pay the sum of the Second Delayed Funding Notice Amount related to such Delayed Amount, if any, to the Borrower on the related Delayed Funding Date by wire transfer in same day funds to the account specified in the related Funding Notice given pursuant to this Section 2.2 and (ii) pay the Delayed Funding Reimbursement Amount related to such Delayed Amount, if any, on such related Delayed Funding Date to the Administrative Agent in immediately available funds for the ratable benefit of the related Available Delayed Amount Lenders that funded the Delayed Amount on the date of the Advance related to such Delayed Amount in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.22.2(e)(ii), except based on the relative amount of such Delayed Amount funded by such Available Delayed Amount Lender on the date of such Advance pursuant to Section 2.2(e)(ii). For the avoidance of doubt, no Delayed Funding Lender that no has provided a Delayed Funding Notice in respect of an Advance shall be considered to be in default of its obligation to fund its Delayed Amount or be treated as a Defaulting Lender shall make any Advance hereunder unless and until it has failed to fund the extent that, after giving effect to such Advance, Delayed Funding Reimbursement Amount or the Advances Outstanding would exceed Second Delayed Funding Notice Amount on the Borrowing Baserelated Delayed Funding Date in accordance with this Section 2.2(e)(iv).
Appears in 1 contract
Samples: Loan and Security Agreement (Oaktree Strategic Income II, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin this Section 2.2, the Borrower may may, during the Revolving Period, request an Advance from the Lenders to make advances of funds (each, a “Loan Advance”) under the Notes by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(b) No With respect to Advances, no later than 3:00 12:00 p.m. (New York City time) one (1) Business Day (or such shorter period as permitted by Administrative Agent in its sole discretion, but not later than 12:00 p.m. (New York City time) on the Business Day date of the proposed Funding Date) prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent a wire disbursement and authorization form, to the Collateral Custodian extent not previously delivered; and
(ii) to the Administrative Agent a duly completed Funding Notice (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;
(iithereof if required pursuant to Section 3.2) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Availability and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify whether the Advance is to bear interest at the Base Rate or the LIBOR Rate (provided that if no type of rate is specified, the Borrower shall be deemed to have selected the LIBOR Rate with a LIBOR Rate index period of three (3) months’ duration), (d) if the Advance is to bear interest at the LIBOR Rate, specify the desired LIBOR Rate index period for such Advance (provided that if no LIBOR Rate index period is specified, the Borrower shall be deemed to have selected a LIBOR Rate index period of three (3) months’ duration), (e) specify any Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan), (f) andinclude a calculation showing that, with respect to any Delayed Draw Loan or Revolving Loanon a pro forma basis, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) no Borrowing Base Deficiency exists, and (dg) include a representation that all conditions precedent for an Advance described in Article III hereof Section 3.2 have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 12:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested (New York City time) or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. (New York City time) on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in this Section 2.1(a) 2.2 and upon satisfaction of the applicable conditions set forth in Article III, Section 3.2:
(i) each Lender shall make available to the Borrower Administrative Agent in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2no later than 12:00 p.m. (New York City time), an amount equal to such Lender’s Pro Rata Share Share, of the least of (iA) the amount requested by the Borrower for such Advance, (iiB) the aggregate unused Commitments then in effect and (C) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Availability;
(ii) upon receipt of the amounts described in clause (i), the Administrative Agent shall promptly fund such amounts by wire transfer to the account designated by Borrower in the applicable Funding Notice given pursuant to this Section 2.2; and
(iii) an amount equal notwithstanding clauses (i) and (ii) of this Section 2.2(c) with respect to the Availability funding of the initial Advance hereunder, at the Borrower’s option, the Lenders and the Administrative Agent may net any fees and reimbursable expenses owing to it on the Effective Date (as set forth in the executed closing statement) from the amount funded by the Lenders to the Administrative Agent pursuant to clause (i) and/or the amount of such Funding DateAdvance funded by the Administrative Agent to the Borrower pursuant to clause (ii).
(d) On each Funding Date, the obligation of each Lender to remit its Pro Rata Share of any such Loan 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) . Notwithstanding anything to the contrary herein, upon the occurrence of no Lender shall be obligated to make any Loan Advance on or after the earlier to occur of (i) an Event of Default or (ii) the Revolving Period End Date and the Termination Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan and Security Agreement (Crescent Capital BDC, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(a), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its the Borrower’s behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent (with a copy to each Lender and the Collateral Custodian Agent) a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)250,000, to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Date of such Advance, (ciii) specify the Loan(s) (if any) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balanceOutstanding Balance, OLBAssigned Value, Advance Date Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) (if any)), and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 4:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either the Advances Outstanding to exceed the Borrowing Base.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Sections 2.1(a)(ii) and (b)(ii), the Borrower (or the Servicer on the Borrower’s behalf) may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.22.2 at the applicable times specified herein.
(b) No With respect to all Advances, no later than 3:00 p.m. 12:00 noon (Charlotte, North Carolina time) on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager Servicer on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Trustee a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent, each Lender and the Trustee a duly completed Funding Notice (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;
(ii, a pro forma Loan Tape and any applicable Approval Notices) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loanto fund a shortfall into the Unfunded Exposure Account, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify whether such Advance is to be a Class A Advance or a Class B Advance or both (and, if so, the respective amounts of each), (iii) specify the proposed Funding Date of such Advance, (civ) specify the Loan(s) ), if any, to be financed on such Funding Date in the pro forma Loan Tape (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan), (v) and, with respect to any Delayed Draw Loan or Revolving Loan, specify the amount of cash required to be deposited in into the Unfunded Exposure Account in connection with the acquisition of any Revolving Loan or Delayed Draw Loan funded by such Loan(s) pursuant to Section 2.2(e) Advance, if applicable, and (dvi) include a representation that all conditions precedent for an such Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent Agent, the Trustee and each Lender after 3:00 p.m. 12:00 noon (Charlotte, North Carolina time) on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent Agent, the Trustee and each Lender at 9:00 a.m. (Charlotte, North Carolina time) on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(aSections 2.1(a)(ii) and (b)(ii) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower (or the Servicer on the Borrower’s behalf) in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower (or the Servicer on the Borrower’s behalf) for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either (x) the Class A Advances Outstanding to exceed the Class A Borrowing Base or (y) the Class B Advances Outstanding to exceed the Class B Borrowing Base; provided that, for the avoidance of doubt, the Class B Advances may be advanced to the Borrower to cure a Class A Borrowing Base Deficiency subject to the provisions of Section 3.2.
(d) On each Funding 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 the terms, conditions, provisions and limitations set forth herein, the Borrower may (i) borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Reinvestment Period; (ii) repay or prepay Advances at any time after the Reinvestment Period; and (iii) at any time, withdraw funds in the Unfunded Exposure Account in order to satisfy its funding obligations under its Delayed Draw Loans and Revolving Loans and deposit Principal Collections received from its Revolving Loans into the Unfunded Exposure Account (up to the Aggregate Exposure Amount) in accordance with Section 6.4(k).
(f) Notwithstanding anything to the contrary hereinherein (including, upon without limitation, the occurrence of the earlier of (i) an Event of Default (other than the occurrence of an Insolvency Event with respect to the Borrower) or (ii) the Revolving existence of an Default), if, upon the earlier to occur of the end of the Reinvestment Period End or the Termination Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall covenants and agrees to (i) request an Advance hereunder from the Lenders in the amount of such shortfall for deposit into the Unfunded Exposure Account and/or (ii) deposit other funds of the “Borrower in the amount of such shortfall into the Unfunded Exposure Amount Shortfall”)Account. Following receipt For purposes of a Funding Notice (including a duly completed Borrowing Base Certificate updated any Advance required to be requested by the date Borrower to fulfill such Advance is requested and giving pro forma effect to the Advance requested)funding obligation, the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2Article III shall be deemed to have been satisfied (other than the non-occurrence of an Event of Default related to an Insolvency Event with respect to the Borrower), except that no Lender shall make any . Following the disbursement of such Advance to the extent thatBorrower by deposit into the Unfunded Exposure Account on the Funding Date (which shall be no later than two (2) Business Days following the end of the Reinvestment Period or the occurrence of the Termination Date but in any event prior to the Scheduled Reinvestment Period End Date), after giving effect to such Advanceno further Advances will be made.
(g) For the avoidance of doubt, the Advances Outstanding would exceed Borrower may acquire Cash or Eligible Loans (subject to Section 3.4) for any purpose not in violation of the Borrowing BaseTransaction Documents from equity contributions from the Equityholder; provided that any asset to be contributed to the Borrower that is not Cash or an Eligible Loan (added subject to Section 3.4) must be approved by the Controlling Lender and the Majority Class B Lenders, each in its sole and absolute discretion.
Appears in 1 contract
Samples: Loan and Security Agreement (NewStar Financial, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin this Section 2.2, the Borrower may may, during the Revolving Period, request an Advance from the Lenders make advances of funds (each, a “Loan Advance”) under the Notes by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(b) No Subject to the limitations set forth in this Section 2.2 and Section 3.2 the Borrower may, from time to time during the Revolving Period, request the Swingline Lender make Swingline Advances under the Swingline Note by delivering to the Administrative Agent the information and documents set forth in this Section 2.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(c) With respect to (i) Advances at the LIBOR RateAdjusted Term SOFR (other than Swingline Advances), no later than 3:00 p.m. on the 11:00 a.m. (New York City Time) onetwo (12) U.S. Government Securities Business Day DayDays prior to the proposed Funding Date, (ii) a Base Rate borrowing not later than 11:00 a.m. (New York City Time) one (1) Business Day before the date of the proposed Funding Date or (iii) Swingline Advances not later than 11:00 a.m. (New York City Time) on the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:: [Investcorp] Loan and Security Agreement
(i) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Availability and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Revolving Loan or Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e2.9(e), (d) [Reserved] and (de) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested 11:00 a.m. (New York City Time) or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. (New York City Time) on the next Business Day. For the avoidance of doubt, if Xxxxxxxx delivers a Funding Notice specifying a proposed Funding Date that would occur less than one (1) Business Day after the date such Funding Notice is received (or deemed received in accordance with Section 2.2(c)(ii)), such request for an Advance shall be treated as a request for a Swingline Advance.
(cd) On each Funding Date and on the date of each Reinvestment of Principal Collections pursuant to Section 2.14(a)(i) or acquisition by the Borrower of Additional Loans in connection with a Substitution pursuant to Section 2.14(b), the Borrower will provide the applicable Borrower’s Notice and a Borrowing Base Certificate, each updated as of such date, to the Administrative Agent (with a copy to the Collateral Custodian) and Administrative Agent shall forward copies of the same to the Lenders promptly upon receipt thereof.
(e) On the proposed Funding Date, subject to the limitations set forth in this Section 2.1(a) 2.2 and upon satisfaction of the applicable conditions set forth in Article III:
(i) with respect to each Advance (other than a Swingline Advance), each Lender shall make available to the Borrower Administrative Agent in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2no later than 12:00 noon (New York City Time), an amount equal to such Lender’s Pro Rata Share of the least of (iA) the amount requested by the Borrower for such Advance, (iiB) the aggregate unused Commitments then in effect and (iiiC) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Availability; and [Investcorp] Loan and Security Agreement
(ii) with respect to each Swingline Advance, the Swingline Lender shall make available to the Borrower in same day funds, an amount equal to the Availability on least of (i) the amount requested by the Borrower for such Funding DateSwingline Advance, (ii) the positive difference between (A) the Swingline Commitment then in effect and (B) the aggregate outstanding Swingline Advances as of such date and (iii) the maximum amount that, after taking into account the proposed use of proceeds of such Swingline Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Availability; provided that, no Swingline Advance will be permitted if the amount requested by the Borrower in respect of such Swingline Advance will cause the sum of (x) the outstanding Swingline Advances as of such date, and (y) aggregate outstanding amount of Advances made by the Swingline Lender in its capacity as a Lender (excluding the portion of such Swingline Advance attributable to the Swingline Lender’s subsequent Advance in connection with the repayment of such Swingline Advance) to exceed the Commitment of the Swingline Lender in its capacity as a Lender.
(diii) upon receipt of the amounts described in clause (i) or (ii), as applicable, the Administrative Agent shall promptly fund such amounts by wire transfer to the account designated by Borrower in the applicable Funding Notice given pursuant to this Section 2.2.
(f) On each Funding Date, (which is not associated with a Swingline Advance), the obligation of each Lender to remit its Pro Rata Share of any such Loan 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. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any Loan Advance on or after the date that is two (2) Business Days prior to the earlier to occur of the Revolving Period End Date or the Termination Date. For the avoidance of doubt, in relation with a refunding of a Swingline Advance, such Xxxxxx’s payment obligation will be fulfilled in accordance with Section 2.19.
(eg) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower Administrative Agent (x) may, in the case of the occurrence of an Event of Default or (y) shall in the case of the occurrence of the Revolving Period End Date, on behalf of the Borrower, request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested)request, the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and 2.2(f), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, a Borrowing Base Deficiency would result.
(h) Advances to be made for the purpose of refunding Swingline Advances Outstanding would exceed shall be made by the Borrowing Base.Lenders as provided in Section 2.19. [Investcorp] Loan and Security Agreement
Appears in 1 contract
Samples: Loan, Security and Investment Management Agreement (Investcorp Credit Management BDC, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin this Section 2.2, the Borrower may may, during the Revolving Period, request an Advance from the Lenders to make advances of funds (each, a “Loan Advance”) under the Notes by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(b) No With respect to Advances, no later than 3:00 12:00 p.m. (New York City Time) one (1) Business Day (or such shorter period as permitted by Administrative Agent in its sole discretion, but not later than 12:00 p.m. (New York City Time) on the Business Day date of the proposed Funding Date) prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Availability and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Revolving Loan or Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e2.9(e), (d) include a calculation showing that, on a pro-forma basis, Borrower is in compliance with the Minimum Credit Enhancement Amount Test, and (de) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 12:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested (New York City Time) or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. (New York City Time) on the next Business Day.. [FS Investment] Loan and Security Agreement
(c) On the proposed Funding Date, subject to the limitations set forth in this Section 2.1(a) 2.2 and upon satisfaction of the applicable conditions set forth in Article III, :
(i) each Lender shall make available to the Borrower Administrative Agent in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2no later than 12:00 p.m. (New York City Time), an amount equal to such Lender’s Pro Rata Share Share, of the least of (iA) the amount requested by the Borrower for such Advance, (iiB) the aggregate unused Commitments then in effect and (C) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Availability;
(ii) upon receipt of the amounts described in clause (i), the Administrative Agent shall promptly fund such amounts by wire transfer to the account designated by Borrower in the applicable Funding Notice given pursuant to this Section 2.2; and
(iii) an amount equal notwithstanding clauses (i) and (ii) of this Section 2.2(c) with respect to the Availability funding of the initial Advance hereunder on the Effective Date (if any), the Lenders and the Administrative Agent may, at the option of the Borrower, net any fees and reimbursable expenses owing to it on the Effective Date (as set forth in the executed closing statement) from the amount funded by the Lenders to the Administrative Agent pursuant to clause (i) and/or the amount of such Funding DateAdvance funded by the Administrative Agent to the Borrower pursuant to clause (ii).
(d) On each Funding Date, the obligation of each Lender to remit its Pro Rata Share of any such Loan 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. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any Loan Advance on or after the earlier to occur of the Revolving Period End Date or the Termination Date.
(e) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower Administrative Agent (x) may, in the case of the occurrence and during the continuance of an Event of Default or (y) shall in the case of the occurrence of the Revolving Period End Date, on behalf of the Borrower, request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested)request, the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and ), notwithstanding anything to the contrary herein (including, without limitation, including the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.Availability. [FS Investment] Loan and Security Agreement
Appears in 1 contract
Samples: Loan and Security Agreement (FS Investment Corp IV)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Lenders Administrative Agent at certain times the information and documents set forth in this Section 2.2. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Revolving Lenders and/or the Swingline Lender, as applicable, with respect thereto.
(b) No With respect to (i) all Loan Advances, no later than 3:00 p.m. on the Business Day prior to the proposed Funding Date and (ii) all Swingline Advances, no later than 3:00 p.m. on the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent (which shall promptly deliver to each Revolving Lender or, in the case of any Swingline Advance, the Swingline Lender) and the Collateral Custodian 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;; USActive 37382726.2937382726.32 50
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
; (iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
; (iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender (x) after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance (other than a Swingline Advance) is requested, (y) after 3:00 p.m. on the Business Day on which a Swingline Advance is requested or (z) on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) or (b), as applicable, and upon satisfaction of the applicable conditions set forth in Article III: (i) in the case of a Loan Advance, (x) each Lender shall make available to the Administrative Agent in same day funds, by no later than 12:00 noon, an amount equal to such 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) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base and (y) the Administrative Agent shall make all funds received from the Lenders under clause (x) available to the Borrower in same day funds by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2; or (ii) in the case of a Swingline Advance, the Swingline Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Swingline Advance, (ii) the aggregate unused Commitments positive difference between (A) the Swingline Commitment then in effect and (B) the aggregate outstanding Swingline Advances as of such date and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Swingline Advance, could be advanced to USActive 37382726.2937382726.32 51 the Availability on such Funding DateBorrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base.
(d) On each Funding Date, the obligation of each Revolving Lender to remit its Pro Rata Share of any such Loan Advance shall be several from that of each other Revolving Lender and the failure of any Revolving Lender to so make such amount available to the Borrower shall not relieve any other Revolving Lender of its obligation hereunder.
(e) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End DateDate with respect to all the Commitments, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Revolving Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan and Security Agreement (New Mountain Finance Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Sections 2.1(a)(ii) and (b)(ii), the Borrower (or the Loan Manager on the Borrower’s behalf) may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2:00 p.m. (Charlotte, North Carolina time) on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Loan Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Trustee a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent, each Lender and the Trustee a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (bii) whether such Advance is to be a Class A Advance or a Class B Advance or both (and, if so, the respective amounts of each), (iii) specify the proposed Funding Date of such Advance, (civ) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) Loan and, with respect to any Revolving Loan or Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) 2.9(e), and (dv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent Agent, the Trustee and each Lender after 3:00 2:00 p.m. (Charlotte, North Carolina time) on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent Agent, the Trustee and each Lender at 9:00 a.m. (Charlotte, North Carolina time) on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(aSections 2.1(a)(ii) and (b)(ii) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower (or the Loan Manager on the Borrower’s behalf) in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower (or the Loan Manager on the Borrower’s behalf) for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either (x) the Class A Advances Outstanding to exceed the Class A Borrowing Base or (y) the Class B Advances Outstanding to exceed the Class B Borrowing Base; provided that, for the avoidance of doubt, the Class B Advances may be advanced to the Borrower to cure a Class A Borrowing Base Deficiency subject to the provisions of Section 3.2.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(b), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
. (b) No With respect to all Advances, no later than 3:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its the Borrower’s behalf) shall deliver:
: (i) to the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously delivered; and (ii) to the Administrative Agent (with a copy to each Lender and the Collateral Custodian Agent) a duly completed Funding Notice (including a duly completed Borrowing Base Certificate updated to as of the date such Advance is requested proposed Funding Date and giving pro forma effect to the Advance requested and the use of the proceeds thereof;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 250,000 (or, in the case of any Advance to be applied or such lesser amount that is necessary to fund any a draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Date of such Advance, (ciii) specify the Loan(s) (if any) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) (if any)), and (div) include a representation that all conditions precedent (other than Sections 3.2(h) and (i)) for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))satisfied or waived. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.-49- USActive 55348338.2
Appears in 1 contract
Samples: Omnibus Amendment to Transaction Documents (Nuveen Churchill Direct Lending Corp.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Sections 2.1(a), (b) and (c) the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.22.2 .
(b) No With respect to all Advances, no later than 3:00 2 p.m. on the Business Day prior to immediately preceding the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent, each Related Group and the Collateral Agent a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, and shall be in the case integral multiples of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)$10,000 in excess thereof, to be allocated to each Lender Related Group in accordance with its Pro Rata Share, (bii) specify the proposed Funding Advance Date of such Advance, (ciii) specify the Loan(s) to be financed on such Funding Advance Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and), with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable; provided , however , if the Borrower receives a Delayed Funding Notice in accordance with Section 2.2(e) by 6:00 p.m. on the Business Day prior to the Advance Date of any proposed Advance, the Borrower shall have the right to revoke the Funding Notice in respect of such Advance by providing the Administrative Agent (with a copy to the Collateral Agent) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. on the proposed Advance Date for such Advance. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender Related Group after 3:00 2:00 p.m. on the Business Day prior to immediately preceding the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender Related Group at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Advance Date, subject to the limitations set forth in Section Sections 2.1(a) , (b) and (c) upon satisfaction of the applicable conditions set forth in Article IIIIII , each Lender Related Group shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.22.2 , an amount equal to such LenderRelated Group’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments.
(d) On each Funding Advance Date, the obligation of each Lender Related Group to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender Related Group and the failure of any Lender Related Group to so make such amount available to the Borrower shall not relieve any other Lender Related Group of its obligation hereunder.
(e) Notwithstanding anything With respect to any Advance:
(i) a Delayed Funding Lender, upon receipt of any Funding Notice pursuant to Section 2.2(b), promptly (but in no event later than 6:00 p.m. on the Business Day prior to the contrary hereinproposed Advance Date of such Advance) may notify the Borrower in writing (a “ Delayed Funding Notice ”) of its election to designate such Advance as a delayed Advance (such Advance, upon a “ Designated Delayed Advance ”). If such Delayed Funding Lender’s Pro Rata Share of such Advance exceeds its Required Non-Delayed Amount (such excess amount, the occurrence “ Permitted Delayed Amount ”), then the Delayed Funding Lender shall also include in the Delayed Funding Notice the portion of such Advance (such amount as specified in the Delayed Funding Notice, not to exceed such Delayed Funding Lender’s Permitted Delayed Amount, the “ Delayed Amount ”) that the Delayed Funding Lender has elected to fund on a Business Day that is on or prior to the thirty-fifth (35th) day following the proposed Advance Date of such Advance (such date as specified in the Delayed Funding Notice, the “ Delayed Funding Date ”) rather than on the proposed Advance Date for such Advance specified in the related Funding Notice;
(ii) if (A) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower specifying a Delayed Amount in respect of any Advance and (B) the Borrower shall not have revoked the notice of the earlier Advance by 10:00 a.m. on the proposed Advance Date of such Advance, then the Borrower, by no later than 11:30 a.m on such proposed Advance Date, may (but shall have no obligation to) direct each Available Delayed Amount Lender to fund an additional portion of such Advance on the proposed Advance Date equal to such Available Delayed Amount Lender’s Pro Rata Share of the least of (i) an Event of Default or the aggregate Delayed Amount with respect to the proposed Advance, (ii) the Revolving Period End Dateaggregate unused Commitments then in effect and (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments;
(iii) upon receipt of any notice of a Delayed Amount in respect of an Advance pursuant to Section 2.2(e)(ii), an Available Delayed Amount Lender, promptly (but in no event later than 2:00 p.m. on the proposed Advance Date of such Advance) may notify the Borrower in writing (a “ Second Delayed Funding Notice ”) of its election to decline to fund a portion of its Pro Rata Share of such Delayed Amount (such portion, the “ Second Delayed Funding Notice Amount ”); provided that, the Second Delayed Funding Notice Amount shall not exceed the excess, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amountany, the Borrower shall request an Advance in the amount of (A) such Available Delayed Amount Lender’s Pro Rata Share of such shortfall Delayed Amount over (the “Exposure B) such Available Delayed Amount Shortfall”). Following receipt of a Funding Notice Lender’s Required Non-Delayed Amount (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and after giving pro forma effect to the funding of any amount in respect of such Advance requestedto be made by such Available Delayed Amount Lender) (such excess amount, the “ Second Permitted Delayed Amount ”), and upon any such election, such Available Delayed Amount Lender shall include in the Lenders Second Delayed Funding Notice the Second Delayed Funding Notice Amount; and
(iv) subject to the limitations set forth in Section 2.2(e)(ii) , a Delayed Funding Lender that delivered a Delayed Funding Notice in respect of a Delayed Amount shall be obligated to fund such Exposure Delayed Amount Shortfall on the related Delayed Funding Date in the manner set forth in the next succeeding sentence. Such Delayed Funding Lender shall (i) pay the sum of the Second Delayed Funding Notice Amount related to such Delayed Amount, if any, to the Borrower on the related Delayed Funding Date by wire transfer in same day funds to the account specified in the related Funding Notice given pursuant to this Section 2.2 and (ii) pay the Delayed Funding Reimbursement Amount related to such Delayed Amount, if any, on such related Delayed Funding Date to the Administrative Agent in immediately available funds for the ratable benefit of the related Available Delayed Amount Lenders that funded the Delayed Amount on the date of the Advance related to such Delayed Amount in accordance with Section 2.2(b2.2(e)(ii) , based on the relative amount of such Delayed Amount funded by such Available Delayed Amount Lender on the date of such Advance pursuant to Section 2.2(e)(ii) . For the avoidance of doubt, no Delayed Funding Lender that has provided a Delayed Funding Notice in respect of an Advance shall be considered to be in default of its obligation to fund its Delayed Amount or be treated as if a Defaulting Lender hereunder unless and until it has failed to fund the Revolving Period were still Delayed Funding Reimbursement Amount or the Second Delayed Funding Notice Amount on the related Delayed Funding Date in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in accordance with this Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base2.2(e)(iv) .
Appears in 1 contract
Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Sections 2.1(a), (b) and (c) the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2 p.m. on the Business Day prior to immediately preceding the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent, each Related Group and the Collateral Agent a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, and shall be in the case integral multiples of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)$10,000 in excess thereof, to be allocated to each Lender Related Group in accordance with its Pro Rata Share, (bii) specify the proposed Funding Advance Date of such Advance, (ciii) specify the Loan(s) to be financed on such Funding Advance Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and), with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable; provided, however, if the Borrower receives a Delayed Funding Notice in accordance with Section 2.2(e) by 6:00 p.m. on the Business Day prior to the Advance Date of any proposed Advance, the Borrower shall have the right to revoke the Funding Notice in respect of such Advance by providing the Administrative Agent (with a copy to the Collateral Agent) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. on the proposed Advance Date for such Advance. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender Related Group after 3:00 2:00 p.m. on the Business Day prior to immediately preceding the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender Related Group at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Advance Date, subject to the limitations set forth in Section Sections 2.1(a), (b) and (c) upon satisfaction of the applicable conditions set forth in Article III, each Lender Related Group shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such LenderRelated Group’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments.
(d) On each Funding Advance Date, the obligation of each Lender Related Group to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender Related Group and the failure of any Lender Related Group to so make such amount available to the Borrower shall not relieve any other Lender Related Group of its obligation hereunder.
(e) Notwithstanding anything With respect to any Advance:
(i) a Delayed Funding Lender, upon receipt of any Funding Notice pursuant to Section 2.2(b), promptly (but in no event later than 6:00 p.m. on the Business Day prior to the contrary hereinproposed Advance Date of such Advance) may notify the Borrower in writing (a “Delayed Funding Notice”) of its election to designate such Advance as a delayed Advance (such Advance, upon a “Designated Delayed Advance”). If such Delayed Funding Lender’s Pro Rata Share of such Advance exceeds its Required Non-Delayed Amount (such excess amount, the occurrence “Permitted Delayed Amount”), then the Delayed Funding Lender shall also include in the Delayed Funding Notice the portion of such Advance (such amount as specified in the Delayed Funding Notice, not to exceed such Delayed Funding Lender’s Permitted Delayed Amount, the “Delayed Amount”) that the Delayed Funding Lender has elected to fund on a Business Day that is on or prior to the thirty-fifth (35th) day following the proposed Advance Date of such Advance (such date as specified in the Delayed Funding Notice, the “Delayed Funding Date”) rather than on the proposed Advance Date for such Advance specified in the related Funding Notice;
(ii) if (A) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower specifying a Delayed Amount in respect of any Advance and (B) the Borrower shall not have revoked the notice of the earlier Advance by 10:00 a.m. on the proposed Advance Date of such Advance, then the Borrower, by no later than 11:30 a.m. on such proposed Advance Date, may (but shall have no obligation to) direct each Available Delayed Amount Lender to fund an additional portion of such Advance on the proposed Advance Date equal to such Available Delayed Amount Lender’s Pro Rata Share of the least of (i) an Event of Default or the aggregate Delayed Amount with respect to the proposed Advance, (ii) the Revolving Period End Dateaggregate unused Commitments then in effect and (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments;
(iii) upon receipt of any notice of a Delayed Amount in respect of an Advance pursuant to Section 2.2(e)(ii), an Available Delayed Amount Lender, promptly (but in no event later than 2:00 p.m. on the proposed Advance Date of such Advance) may notify the Borrower in writing (a “Second Delayed Funding Notice”) of its election to decline to fund a portion of its Pro Rata Share of such Delayed Amount (such portion, the “Second Delayed Funding Notice Amount”); provided that, the Second Delayed Funding Notice Amount shall not exceed the excess, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amountany, the Borrower shall request an Advance in the amount of (A) such Available Delayed Amount Lender’s Pro Rata Share of such shortfall Delayed Amount over (the “Exposure B) such Available Delayed Amount Shortfall”). Following receipt of a Funding Notice Lender’s Required Non-Delayed Amount (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and after giving pro forma effect to the funding of any amount in respect of such Advance requestedto be made by such Available Delayed Amount Lender) (such excess amount, the “Second Permitted Delayed Amount”), and upon any such election, such Available Delayed Amount Lender shall include in the Lenders Second Delayed Funding Notice the Second Delayed Funding Notice Amount; and
(iv) subject to the limitations set forth in Section 2.2(e)(ii), a Delayed Funding Lender that delivered a Delayed Funding Notice in respect of a Delayed Amount shall be obligated to fund such Exposure Delayed Amount Shortfall on the related Delayed Funding Date in the manner set forth in the next succeeding sentence. Such Delayed Funding Lender shall (i) pay the sum of the Second Delayed Funding Notice Amount related to such Delayed Amount, if any, to the Borrower on the related Delayed Funding Date by wire transfer in same day funds to the account specified in the related Funding Notice given pursuant to this Section 2.2 and (ii) pay the Delayed Funding Reimbursement Amount related to such Delayed Amount, if any, on such related Delayed Funding Date to the Administrative Agent in immediately available funds for the ratable benefit of the related Available Delayed Amount Lenders that funded the Delayed Amount on the date of the Advance related to such Delayed Amount in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.22.2(e)(ii), except based on the relative amount of such Delayed Amount funded by such Available Delayed Amount Lender on the date of such Advance pursuant to Section 2.2(e)(ii). For the avoidance of doubt, no Delayed Funding Lender that no has provided a Delayed Funding Notice in respect of an Advance shall be considered to be in default of its obligation to fund its Delayed Amount or be treated as a Defaulting Lender shall make any Advance hereunder unless and until it has failed to fund the extent that, after giving effect to such Advance, Delayed Funding Reimbursement Amount or the Advances Outstanding would exceed Second Delayed Funding Notice Amount on the Borrowing Baserelated Delayed Funding Date in accordance with this Section 2.2(e)(iv).
Appears in 1 contract
Samples: Loan and Security Agreement (Oaktree Strategic Income II, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No later than 3:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian 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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender 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 Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a2.1(c) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan and Security Agreement (New Mountain Finance Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Sections 2.1(a), (b) and (c) the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 p.m. 2 p9 a.m. on the theone (1) Business Day prior immediately precedingprior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent, each Related Group and the Collateral Agent a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, and shall be in the case integral multiples of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)$10,000 in excess thereof, to be allocated to each Lender Related Group in accordance with its Pro Rata Share, (bii) specify the proposed Funding Advance Date of such Advance, (ciii) specify the Loan(s) to be financed on such Funding Advance Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and), with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable; provided, however, if the Borrower receives a Delayed Funding Notice in accordance with Section 2.2(e) by 6:00 p.m. on the Business Day prior to the Advance Date of any proposed Advance, the Borrower shall have the right to revoke the Funding Notice in respect of such Advance by providing the Administrative Agent (with a copy to the Collateral Agent) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. on the proposed Advance Date for such Advance. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender Related Group after 3:00 p.m. 2:00 p9:00 a.m. on the theone (1) Business Day prior immediately precedingprior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender Related Group at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Advance Date, subject to the limitations set forth in Section Sections 2.1(a), (b) and (c) upon satisfaction of the applicable conditions set forth in Article III, each Lender Related Group shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such LenderRelated Group’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments.
(d) On each Funding Advance Date, the obligation of each Lender Related Group to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender Related Group and the failure of any Lender Related Group to so make such amount available to the Borrower shall not relieve any other Lender Related Group of its obligation hereunder.
(e) Notwithstanding anything With respect to any Advance:
(i) a Delayed Funding Lender, upon receipt of any Funding Notice pursuant to Section 2.2(b), promptly (but in no event later than 6:00 p.m. on the Business Day prior to the contrary hereinproposed Advance Date of such Advance) may notify the Borrower in writing (a “Delayed Funding Notice”) of its election to designate such Advance as a delayed Advance (such Advance, upon a “Designated Delayed Advance”). If such Delayed Funding Lender’s Pro Rata Share of such Advance exceeds its Required Non-Delayed Amount (such excess amount, the occurrence “Permitted Delayed Amount”), then the Delayed Funding Lender shall also include in the Delayed Funding Notice the portion of such Advance (such amount as specified in the Delayed Funding Notice, not to exceed such Delayed Funding Lender’s Permitted Delayed Amount, the “Delayed Amount”) that the Delayed Funding Xxxxxx has elected to fund on a Business Day that is on or prior to the thirty-fifth (35th) day following the proposed Advance Date of such Advance (such date as specified in the Delayed Funding Notice, the “Delayed Funding Date”) rather than on the proposed Advance Date for such Advance specified in the related Funding Notice;
(ii) if (A) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower specifying a Delayed Amount in respect of any Advance and (B) the Borrower shall not have revoked the notice of the earlier Advance by 10:00 a.m. on the proposed Advance Date of such Advance, then the Borrower, by no later than 11:30 a.m. on such proposed Advance Date, may (but shall have no obligation to) direct each Available Delayed Amount Lender to fund an additional portion of such Advance on the proposed Advance Date equal to such Available Delayed Amount Lender’s Pro Rata Share of the least of (i) an Event of Default or the aggregate Delayed Amount with respect to the proposed Advance, (ii) the Revolving Period End Dateaggregate unused Commitments then in effect and (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments;
(iii) upon receipt of any notice of a Delayed Amount in respect of an Advance pursuant to Section 2.2(e)(ii), an Available Delayed Amount Lender, promptly (but in no event later than 2:00 p.m. on the proposed Advance Date of such Advance) may notify the Borrower in writing (a “Second Delayed Funding Notice”) of its election to decline to fund a portion of its Pro Rata Share of such Delayed Amount (such portion, the “Second Delayed Funding Notice Amount “); provided that, the Second Delayed Funding Notice Amount shall not exceed the excess, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amountany, the Borrower shall request an Advance in the amount of (A) such Available Delayed Amount Lender’s Pro Rata Share of such shortfall Delayed Amount over (the “Exposure B) such Available Delayed Amount Shortfall”). Following receipt of a Funding Notice Lender’s Required Non-Delayed Amount (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and after giving pro forma effect to the funding of any amount in respect of such Advance requestedto be made by such Available Delayed Amount Lender) (such excess amount, the “Second Permitted Delayed Amount”), and upon any such election, such Available Delayed Amount Lender shall include in the Lenders Second Delayed Funding Notice the Second Delayed Funding Notice Amount; and
(iv) subject to the limitations set forth in Section 2.2(e)(ii), a Delayed Funding Lender that delivered a Delayed Funding Notice in respect of a Delayed Amount shall be obligated to fund such Exposure Delayed Amount Shortfall on the related Delayed Funding Date in the manner set forth in the next succeeding sentence. Such Delayed Funding Lender shall (i) pay the sum of the Second Delayed Funding Notice Amount related to such Delayed Amount, if any, to the Borrower on the related Delayed Funding Date by wire transfer in same day funds to the account specified in the related Funding Notice given pursuant to this Section 2.2 and (ii) pay the Delayed Funding Reimbursement Amount related to such Delayed Amount, if any, on such related Delayed Funding Date to the Administrative Agent in immediately available funds for the ratable benefit of the related Available Delayed Amount Lenders that funded the Delayed Amount on the date of the Advance related to such Delayed Amount in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.22.2(e)(ii), except based on the relative amount of such Delayed Amount funded by such Available Delayed Amount Lender on the date of such Advance pursuant to Section 2.2(e)(ii). For the avoidance of doubt, no Delayed Funding Lender that no has provided a Delayed Funding Notice in respect of an Advance shall be considered to be in default of its obligation to fund its Delayed Amount or be treated as a Defaulting Lender hereunder unless and until it has failed to fund the Delayed Funding Reimbursement Amount or the Second Delayed Funding Notice Amount on the related Delayed Funding Date in accordance with this Section 2.2(e)(iv).
(f) There shall make any Advance to the extent that, after giving effect to such Advance, the be a maximum of three (3) Advances Outstanding would exceed the Borrowing Baserequested per week.
Appears in 1 contract
Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(b), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its the Borrower’s behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent (with a copy to each Lender and the Collateral Custodian Agent) a duly completed Funding Notice (including a duly completed Borrowing Base Certificate updated to as of the date such Advance is requested proposed Funding Date and giving pro forma effect to the Advance requested and the use of the proceeds thereof;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 250,000 (or, in the case of any Advance to be applied or such lesser amount that is necessary to fund any a draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Date of such Advance, (ciii) specify the Loan(s) (if any) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) (if any)), and (div) include a representation that all conditions precedent (other than Sections 3.2(h) and (i)) for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))satisfied or waived. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a2.1(b) and upon satisfaction or waiver of the applicable conditions set forth in Article III, USActive 57310676.6USActive 60324964.3 each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability Borrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base on such the related Funding Date.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan and Security Agreement (Nuveen Churchill Direct Lending Corp.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the The Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(b) No With respect to all Advances other than the initial Advance on the Closing Date, no later than 3:00 2:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian Custodian) written notice of such proposed Funding Date (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);
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iviii) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian Custodian) a duly completed Funding Notice Request which shall (aA) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)500,000, to be allocated (with respect to an Advance) to each Lender in accordance with its Pro Rata Share, (bB) specify the proposed Funding Date of such Advance, (cC) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan and identifying each Loan by type and proposed Advance Rate applicable to each such Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (dD) include a representation that all conditions precedent for an Advance described in Article III Section 3.2 hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice Request shall be irrevocable. If any Funding Notice Request is received by the Administrative Agent and each Lender after 3:00 2:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date, or on a day that is not a Business Day, such Funding Notice Request shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article IIISection 3.2, in the case of an Advance, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account at such bank or other location reasonably designated by Borrower in the Funding Notice Request given pursuant to this Section 2.2, an amount equal to such Lender’s 's Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date.
(d) On each Funding 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) Notwithstanding anything Subject to Section 2.3 and the contrary hereinother terms, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Dateconditions, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested provisions and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary limitations set forth herein (including, without limitation, the Borrower’s failure to satisfy any payment of the conditions precedent set forth in Section 3.2Prepayment Penalty, as applicable), except that no Lender shall make the Borrower may borrow, repay or prepay and reborrow Advances without any Advance penalty, fee or premium on and after the Closing Date and prior to the extent thatend of the Reinvestment Period. Notwithstanding anything to the contrary herein, after giving effect on the Closing Date the Borrower may request an Advance for the purpose of repaying Indebtedness outstanding under the Existing Credit Facility. In connection therewith, any obligation of WFBNA in its capacity as a Lender to fund such Advance, Advance may be netted against any amounts due to WFBNA in its capacity as a lender under the Advances Outstanding would exceed the Borrowing BaseExisting Credit Facility.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Business Development Corp of America)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Sections 2.1(a), (b) and (c) the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2 p.m. on the Business Day prior to immediately preceding the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent, each Related Group and the Collateral Agent a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, and shall be in the case integral multiples of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)$10,000 in excess thereof, to be allocated to each Lender Related Group in accordance with its Pro Rata Share, (bii) specify the proposed Funding Advance Date of such Advance, (ciii) specify the Loan(s) to be financed on such Funding Advance Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and), with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable; provided, however, if the Borrower receives a Delayed Funding Notice in accordance with Section 2.2(e) by 6:00 p.m. on the Business Day prior to the Advance Date of any proposed Advance, the Borrower shall have the right to revoke the Funding Notice in respect of such Advance by providing the Administrative Agent (with a copy to the Collateral Agent) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. on the proposed Advance Date for such Advance. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender Related Group after 3:00 2:00 p.m. on the Business Day prior to immediately preceding the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender Related Group at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Advance Date, subject to the limitations set forth in Section Sections 2.1(a), (b) and (c) upon satisfaction of the applicable conditions set forth in Article III, each Lender Related Group shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such LenderRelated Group’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments.
(d) On each Funding Advance Date, the obligation of each Lender Related Group to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender Related Group and the failure of any Lender Related Group to so make such amount available to the Borrower shall not relieve any other Lender Related Group of its obligation hereunder.
(e) Notwithstanding anything With respect to any Advance:
(i) a Delayed Funding Lender, upon receipt of any Funding Notice pursuant to Section 2.2(b), promptly (but in no event later than 6:00 p.m. on the Business Day prior to the contrary hereinproposed Advance Date of such Advance) may notify the Borrower in writing (a “Delayed Funding Notice”) of its election to designate such Advance as a delayed Advance (such Advance, upon a “Designated Delayed Advance”). If such Delayed Funding Lender’s Pro Rata Share of such Advance exceeds its Required Non-Delayed Amount (such excess amount, the occurrence “Permitted Delayed Amount”), then the Delayed Funding Lender shall also include in the Delayed Funding Notice the portion of such Advance (such amount as specified in the Delayed Funding Notice, not to exceed such Delayed Funding Lender’s Permitted Delayed Amount, the “Delayed Amount”) that the Delayed Funding Lexxxx xas elected to fund on a Business Day that is on or prior to the thirty-fifth (35th) day following the proposed Advance Date of such Advance (such date as specified in the Delayed Funding Notice, the “Delayed Funding Date”) rather than on the proposed Advance Date for such Advance specified in the related Funding Notice;
(ii) if (A) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower specifying a Delayed Amount in respect of any Advance and (B) the Borrower shall not have revoked the notice of the earlier Advance by 10:00 a.m. on the proposed Advance Date of such Advance, then the Borrower, by no later than 11:30 a.m. on such proposed Advance Date, may (but shall have no obligation to) direct each Available Delayed Amount Lender to fund an additional portion of such Advance on the proposed Advance Date equal to such Available Delayed Amount Lender’s Pro Rata Share of the least of (i) an Event of Default or the aggregate Delayed Amount with respect to the proposed Advance, (ii) the Revolving Period End Dateaggregate unused Commitments then in effect and (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments;
(iii) upon receipt of any notice of a Delayed Amount in respect of an Advance pursuant to Section 2.2(e)(ii), an Available Delayed Amount Lender, promptly (but in no event later than 2:00 p.m. on the proposed Advance Date of such Advance) may notify the Borrower in writing (a “Second Delayed Funding Notice”) of its election to decline to fund a portion of its Pro Rata Share of such Delayed Amount (such portion, the “Second Delayed Funding Notice Amount”); provided that, the Second Delayed Funding Notice Amount shall not exceed the excess, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amountany, the Borrower shall request an Advance in the amount of (A) such Available Delayed Amount Lender’s Pro Rata Share of such shortfall Delayed Amount over (the “Exposure B) such Available Delayed Amount Shortfall”). Following receipt of a Funding Notice Lender’s Required Non-Delayed Amount (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and after giving pro forma effect to the funding of any amount in respect of such Advance requestedto be made by such Available Delayed Amount Lender) (such excess amount, the “Second Permitted Delayed Amount”), and upon any such election, such Available Delayed Amount Lender shall include in the Lenders Second Delayed Funding Notice the Second Delayed Funding Notice Amount; and
(iv) subject to the limitations set forth in Section 2.2(e)(ii), a Delayed Funding Lender that delivered a Delayed Funding Notice in respect of a Delayed Amount shall be obligated to fund such Exposure Delayed Amount Shortfall on the related Delayed Funding Date in the manner set forth in the next succeeding sentence. Such Delayed Funding Lender shall (i) pay the sum of the Second Delayed Funding Notice Amount related to such Delayed Amount, if any, to the Borrower on the related Delayed Funding Date by wire transfer in same day funds to the account specified in the related Funding Notice given pursuant to this Section 2.2 and (ii) pay the Delayed Funding Reimbursement Amount related to such Delayed Amount, if any, on such related Delayed Funding Date to the Administrative Agent in immediately available funds for the ratable benefit of the related Available Delayed Amount Lenders that funded the Delayed Amount on the date of the Advance related to such Delayed Amount in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.22.2(e)(ii), except based on the relative amount of such Delayed Amount funded by such Available Delayed Amount Lender on the date of such Advance pursuant to Section 2.2(e)(ii). For the avoidance of doubt, no Delayed Funding Lender that no has provided a Delayed Funding Notice in respect of an Advance shall be considered to be in default of its obligation to fund its Delayed Amount or be treated as a Defaulting Lender shall make any Advance hereunder unless and until it has failed to fund the extent that, after giving effect to such Advance, Delayed Funding Reimbursement Amount or the Advances Outstanding would exceed Second Delayed Funding Notice Amount on the Borrowing Baserelated Delayed Funding Date in accordance with this Section 2.2(e)(iv).
Appears in 1 contract
Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Sections 2.1(a), (b) and (c) the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2 p.m. on the Business Day prior to immediately preceding the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent, each Related Group and the Collateral Agent a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, and shall be in the case integral multiples of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)$10,000 in excess thereof, to be allocated to each Lender Related Group in accordance with its Pro Rata Share, (bii) specify the proposed Funding Advance Date of such Advance, (ciii) specify the Loan(s) to be financed on such Funding Advance Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and), with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable; provided, however, if the Borrower receives a Delayed Funding Notice in accordance with Section 2.2(e) by 6:00 p.m. on the Business Day prior to the Advance Date of any proposed Advance, the Borrower shall have the right to revoke the Funding Notice in respect of such Advance by providing the Administrative Agent (with a copy to the Collateral Agent) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. on the proposed Advance Date for such Advance. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender Related Group after 3:00 2:00 p.m. on the Business Day prior to immediately preceding the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender Related Group at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Advance Date, subject to the limitations set forth in Section Sections 2.1(a), (b) and (c) upon satisfaction of the applicable conditions set forth in Article III, each Lender Related Group shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such LenderRelated Group’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments.
(d) On each Funding Advance Date, the obligation of each Lender Related Group to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender Related Group and the failure of any Lender Related Group to so make such amount available to the Borrower shall not relieve any other Lender Related Group of its obligation hereunder.
(e) Notwithstanding anything With respect to any Advance:
(i) a Delayed Funding Lender, upon receipt of any Funding Notice pursuant to Section 2.2(b), promptly (but in no event later than 6:00 p.m. on the Business Day prior to the contrary hereinproposed Advance Date of such Advance) may notify the Borrower in writing (a “Delayed Funding Notice”) of its election to designate such Advance as a delayed Advance (such Advance, upon a “Designated Delayed Advance”). If such Delayed Funding Lender’s Pro Rata Share of such Advance exceeds its Required Non-Delayed Amount (such excess amount, the occurrence “Permitted Delayed Amount”), then the Delayed Funding Lender shall also include in the Delayed Funding Notice the portion of such Advance (such amount as specified in the Delayed Funding Notice, not to exceed such Delayed Funding Lender’s Permitted Delayed Amount, the “Delayed Amount”) that the Delayed Funding Xxxxxx has elected to fund on a Business Day that is on or prior to the thirty-fifth (35th) day following the proposed Advance Date of such Advance (such date as specified in the Delayed Funding Notice, the “Delayed Funding Date”) rather than on the proposed Advance Date for such Advance specified in the related Funding Notice;
(ii) if (A) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower specifying a Delayed Amount in respect of any Advance and (B) the Borrower shall not have revoked the notice of the earlier Advance by 10:00 a.m. on the proposed Advance Date of such Advance, then the Borrower, by no later than 11:30 a.m. on such proposed Advance Date, may (but shall have no obligation to) direct each Available Delayed Amount Lender to fund an additional portion of such Advance on the proposed Advance Date equal to such Available Delayed Amount Lender’s Pro Rata Share of the least of (i) an Event of Default or the aggregate Delayed Amount with respect to the proposed Advance, (ii) the Revolving Period End Dateaggregate unused Commitments then in effect and (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments;
(iii) upon receipt of any notice of a Delayed Amount in respect of an Advance pursuant to Section 2.2(e)(ii), an Available Delayed Amount Lender, promptly (but in no event later than 2:00 p.m. on the proposed Advance Date of such Advance) may notify the Borrower in writing (a “Second Delayed Funding Notice”) of its election to decline to fund a portion of its Pro Rata Share of such Delayed Amount (such portion, the “Second Delayed Funding Notice Amount”); provided that, the Second Delayed Funding Notice Amount shall not exceed the excess, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amountany, the Borrower shall request an Advance in the amount of (A) such Available Delayed Amount Lender’s Pro Rata Share of such shortfall Delayed Amount over (the “Exposure B) such Available Delayed Amount Shortfall”). Following receipt of a Funding Notice Lender’s Required Non-Delayed Amount (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and after giving pro forma effect to the funding of any amount in respect of such Advance requestedto be made by such Available Delayed Amount Lender) (such excess amount, the “Second Permitted Delayed Amount”), and upon any such election, such Available Delayed Amount Lender shall include in the Lenders Second Delayed Funding Notice the Second Delayed Funding Notice Amount; and
(iv) subject to the limitations set forth in Section 2.2(e)(ii), a Delayed Funding Lender that delivered a Delayed Funding Notice in respect of a Delayed Amount shall be obligated to fund such Exposure Delayed Amount Shortfall on the related Delayed Funding Date in the manner set forth in the next succeeding sentence. Such Delayed Funding Lender shall (i) pay the sum of the Second Delayed Funding Notice Amount related to such Delayed Amount, if any, to the Borrower on the related Delayed Funding Date by wire transfer in same day funds to the account specified in the related Funding Notice given pursuant to this Section 2.2 and (ii) pay the Delayed Funding Reimbursement Amount related to such Delayed Amount, if any, on such related Delayed Funding Date to the Administrative Agent in immediately available funds for the ratable benefit of the related Available Delayed Amount Lenders that funded the Delayed Amount on the date of the Advance related to such Delayed Amount in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.22.2(e)(ii), except based on the relative amount of such Delayed Amount funded by such Available Delayed Amount Lender on the date of such Advance pursuant to Section 2.2(e)(ii). For the avoidance of doubt, no Delayed Funding Lender that no has provided a Delayed Funding Notice in respect of an Advance shall be considered to be in default of its obligation to fund its Delayed Amount or be treated as a Defaulting Lender shall make any Advance hereunder unless and until it has failed to fund the extent that, after giving effect to such Advance, Delayed Funding Reimbursement Amount or the Advances Outstanding would exceed Second Delayed Funding Notice Amount on the Borrowing Baserelated Delayed Funding Date in accordance with this Section 2.2(e)(iv).
Appears in 1 contract
Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(b), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(b) No With respect to (i) all Advances denominated in Dollars, no later than 2:00 p.m. on the proposed Funding Date (or, after the joinder of the first additional Lender to this Agreement after the Closing Date (if any), 11:00 a.m. one (1) Business Day prior to the proposed Funding Date), (ii) all Advances denominated in an Eligible Currency other than Dollars or GBPs, no later than 3:00 p.m. on three (3) Business Days prior to the proposed Funding Date and (iii) all Advances denominated in GBPs, no later than 3:00 p.m. five (5) Business Day Days prior to the proposed Funding Date, the Borrower (or the Collateral Manager Servicer on its behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian Custodian) written notice of such proposed Funding Date (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);
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian Custodian) a duly completed Funding Notice Request which shall (aA) specify the desired amount of such AdvanceAdvance in the applicable Eligible Currency, which amount must be at least equal to the equivalent of $500,000 (or, in such Eligible Currency and the case of Borrower may request any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)amounts in excess thereof, to be allocated (with respect to an Advance) to each Conduit Lender and each Institutional Lender in accordance with its Pro Rata Share, (bB) specify the proposed Funding Date of such Advance, (cC) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Eligible Currency, Approved Country, Assigned Value and Purchase Price for each Loan and identifying each Loan by type and proposed Advance Rate applicable to each such Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (dD) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice Request shall be irrevocable. If any Funding Notice Request is received by the Administrative Agent and each (a) with respect to all Advances denominated in Dollars, (1) prior to the joinder of the first additional Lender to this Agreement after 3:00 the Closing Date (if any), after 2:00 p.m. on the proposed Funding Date (in the case of an Advance), (2) after the joinder of the first additional Lender to this Agreement after the Closing Date (if any), after 2:00 p.m11:00 a.m. twoone (21) Business DaysDay prior to the proposed Funding Date (in the case of an Advance) or (b) with respect to all Advances denominated in an Eligible Currency other than Dollars, (1) prior to the joinder of the first additional Lender to this Agreement after the Closing Date (if any), after 9:00 a.m. one (1) Business Day prior to the proposed Funding Date (in the case of an Advance), (2) after the joinder of the first additional Lender to this Agreement after the Closing Date (if any), after 2:00 p.m. three (3) Business Day for which such Advance is requested or on a day that is not a Business DayDays prior to the proposed Funding Date (in the case of an Advance), such Funding Notice Request shall be deemed to be received by the Administrative Agent and each Lender Agent at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a2.1(b) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall (i) prior to the joinder of the first additional Lender to this Agreement after the Closing Date (if any), make available to the Borrower in same day fundsfunds and (ii) after the joinder of the first additional Lender to this Agreement after the Closing Date (if any), by wire transfer make available to the account Borrower within one Business Day, at such bank or other location reasonably designated by Borrower in the Funding Notice Request given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (ix) the amount requested by the Borrower for such Advance, (iiy) the aggregate unused Commitments then in effect and (iiiz) an amount equal to the Availability Maximum Facility Amount on such Funding Date.
(d) On each Funding 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 2.3 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Prepayment Penalty, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Reinvestment Period.
(f) Notwithstanding anything to the contrary hereinherein (including, without limitation, the occurrence of a Termination Event or the existence of an Unmatured Termination Event), if, upon the occurrence earlier to occur of the earlier of (i) an Event of Default or (ii) the Revolving Reinvestment Period End Date or the Termination Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded aggregate of all Exposure AmountAmounts, the Borrower shall request an Advance in promptly fund the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to ) into the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Unfunded Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing BaseAccount.
Appears in 1 contract
Samples: Loan and Servicing Agreement (North Haven Private Income Fund LLC)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin this Section 2.2, the Borrower may may, during the Revolving Period, request an Advance from the Lenders to make advances of funds (each, a “Loan Advance”) by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(b) No With respect to Advances, no later than 3:00 2:00 p.m. (New York City time), one (1) Business Day (or such shorter period as permitted by the Administrative Agent in its sole discretion, but not later than 2:00 p.m. (New York City time) on the Business Day prior to date of the proposed Funding Date), the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Availability and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Benchmark, (d) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Revolving Loan or Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e2.9(e) and with respect to any Pre-Funded Loan, the amount to be deposited in the Pre-Funded Loan Account for the purpose of funding such Pre-Funded Loan pursuant to Section 2.9(f), (de) [reserved], and (f) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as other than such condition precedent (i) subject to the judgment or satisfaction of the Administrative Agent or any Lender or (ii) otherwise provided in Section 2.2(e)waived). Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 2:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested (New York City time) or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. (New York City time) on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in this Section 2.1(a) 2.2 and upon satisfaction of the applicable conditions set forth in Article III, :
(i) each Lender shall make available to the Borrower Administrative Agent in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2no later than 12:00 p.m. (New York City time), an amount equal to such LenderXxxxxx’s Pro Rata Share Share, of the least of (iA) the amount requested by the Borrower for such Advance, (iiB) the aggregate unused Commitments then in effect and (C) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Availability;
(ii) upon receipt of the amounts described in clause (i), the Administrative Agent shall promptly fund such amounts by wire transfer to the account designated by the Borrower in the applicable Funding Notice given pursuant to this Section 2.2; and
(iii) an amount equal notwithstanding clauses (i) and (ii) of this Section 2.2(c) with respect to the Availability funding of the initial Advance hereunder, the Lenders and the Administrative Agent may, at the option of the Borrower, net any fees and reimbursable expenses owing to it on the Effective Date (as set forth in the executed closing statement) from the amount funded by the Lenders to the Administrative Agent pursuant to clause (i) and/or the amount of such Funding DateAdvance funded by the Administrative Agent to the Borrower pursuant to clause (ii).
(d) On each Funding Date, the obligation of each Lender to remit its Pro Rata Share of any such Loan 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. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any Loan Advance on or after the earlier to occur of the Revolving Period End Date or the Termination Date except as provided in Section 2.2(e).
(e) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower Administrative Agent (x) may, in the case of the occurrence and during the continuance of an Event of Default or (y) shall in the case of the occurrence of the Revolving Period End Date, on behalf of the Borrower, request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested)request, the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and ), notwithstanding anything to the contrary herein (including, without limitation, including the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing BaseAvailability.
Appears in 1 contract
Samples: Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin this Section 2.2, the Borrower may may, during the Revolving Period, request an Advance from the Lenders to make advances of funds (each, a “Loan Advance”) by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(b) No With respect to Advances, no later than 3:00 12:00 p.m. (New York City Time), one (1) U.S. Government Securities Business Day (or such shorter period as permitted by the Administrative Agent in its sole discretion, but not later than 12:00 p.m. (New York City Time) on the Business Day date of the proposed Funding Date), prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Availability and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Accrual Period for such Advance, (d) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Revolving Loan or Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e2.9(e), (e) include a calculation showing that, on a pro-forma basis, Borrower is in compliance with the Minimum Credit Enhancement Amount Test, and (df) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 12:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested (New York City Time) or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. (New York City Time) on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in this Section 2.1(a) 2.2 and upon satisfaction of the applicable conditions set forth in Article III, :
(i) each Lender shall make available to the Borrower Administrative Agent in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2no later than 12:00 p.m. (New York City Time), an amount equal to such LenderLxxxxx’s Pro Rata Share Share, of the least of (iA) the amount requested by the Borrower for such Advance, (iiB) the aggregate unused Commitments then in effect and (C) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Availability;
(ii) upon receipt of the amounts described in clause (i), the Administrative Agent shall promptly fund such amounts by wire transfer to the account designated by Borrower in the applicable Funding Notice given pursuant to this Section 2.2; and
(iii) an amount equal notwithstanding clauses (i) and (ii) of this Section 2.2(c) with respect to the Availability funding of the initial Advance hereunder on the Effective Date (if any), the Lenders and the Administrative Agent may, at the option of the Borrower, net any fees and reimbursable expenses owing to it on the Effective Date (as set forth in the executed closing statement) from the amount funded by the Lenders to the Administrative Agent pursuant to clause (i) and/or the amount of such Funding DateAdvance funded by the Administrative Agent to the Borrower pursuant to clause (ii).
(d) On each Funding Date, the obligation of each Lender to remit its Pro Rata Share of any such Loan 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. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any Loan Advance on or after the earlier to occur of the Revolving Period End Date or the Termination Date.
(e) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower Administrative Agent (x) may, in the case of the occurrence and during the continuance of an Event of Default or (y) shall in the case of the occurrence of the Revolving Period End Date, on behalf of the Borrower, request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested)request, the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and ), notwithstanding anything to the contrary herein (including, without limitation, including the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing BaseAvailability.
Appears in 1 contract
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(b), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2:00 p.m. on the Business Day one (1) day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its the Borrower’s behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent (with a copy to each Lender and the Collateral Custodian Agent) a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause a Borrowing Base Deficiency to occur and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)1,000,000, to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Date of such Advance, (ciii) specify the Loan(stotal number of Advances that would be made in the related calendar month after giving effect to such Advance; (iv) specify the Portfolio Investment(s) (if any) to be financed on such Funding Date (including the appropriate file number, ObligorObligor or issuer, original loan balanceOutstanding Balance, OLBAssigned Value, Advance Date Assigned Value and Purchase Price for each Loansuch Portfolio Investment(s) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to (if any)) (which may be deposited in the Unfunded Exposure Account in connection with the acquisition form of such Loan(s) pursuant to Section 2.2(e) a Portfolio Investment Schedule), and (dv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 2:00 p.m. on the Business Day one (1) day prior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a2.1(b) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing a Borrowing Base Deficiency to occur.
(d) On each Funding 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) Notwithstanding anything No Advance shall be funded (initially or through participation, assignment, transfer or securitization) with plan assets of any Benefit Plan if it would cause the Borrower to the contrary herein, upon the occurrence incur any prohibited transaction excise tax penalties under Section 4975 of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing BaseCode.
Appears in 1 contract
Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, (i) if the Advance is denominated in Dollars, no later than 3:00 p.m. 11:00 a.m. on the second Business Day prior to the proposed Funding Date, and (ii) if the Advance is denominated in Available Currency (other than Dollar), no later than 11:00 a.m. at least three (3) Business Days prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
: (i) to the Administrative Agent and the Collateral Custodian Agent 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;
; (ii) to the Administrative Agent a description of the Obligor and the Loan(sPortfolio Asset(s) to be funded by the proposed Advance;
; (iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
; and (iv) to the Administrative Agent and the Collateral Custodian Agent a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 1,000,000 (or the USD Equivalent of the applicable Available Currency) (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(sPortfolio Asset(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each LoanPortfolio Asset) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the applicable Unfunded Exposure Account corresponding to the currency in which such Delayed Draw or Revolving Loan, as applicable, is denominated in, in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e)). Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender 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 Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business DayBUSINESS.32224493.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan and Security Agreement (New Mountain Guardian IV BDC, L.L.C.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin this Section 2.2, the Borrower may may, during the Revolving Period, request an Advance from the Lenders to make advances of funds (each, a “Loan Advance”) by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(b) No With respect to Advances, no later than 3:00 2:00 p.m. (New York City time), one (1) Business Day (or such shorter period as permitted by the Administrative Agent in its sole discretion, but not later than 2:00 p.m. (New York City time) on the Business Day prior to date of the proposed Funding Date), the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Availability and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Benchmark, (d) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Revolving Loan or Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e2.9(e) and with respect to any Pre-Funded Loan, the amount to be deposited in the Pre-Funded Loan Account for the purpose of funding such Pre-Funded Loan pursuant to Section 2.9(f), (de) [reserved], and (f) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as other than such condition precedent (i) subject to the judgment or satisfaction of the Administrative Agent or any Lender or (ii) otherwise provided in Section 2.2(e)waived). Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 2:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested (New York City time) or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. (New York City time) on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in this Section 2.1(a) 2.2 and upon satisfaction of the applicable conditions set forth in Article III, :
(i) each Lender shall make available to the Borrower Administrative Agent in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2no later than 12:00 p.m. (New York City time), an amount equal to such LenderLexxxx’s Pro Rata Share Share, of the least of (iA) the amount requested by the Borrower for such Advance, (iiB) the aggregate unused Commitments then in effect and (C) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Availability;
(ii) upon receipt of the amounts described in clause (i), the Administrative Agent shall promptly fund such amounts by wire transfer to the account designated by the Borrower in the applicable Funding Notice given pursuant to this Section 2.2; and
(iii) an amount equal notwithstanding clauses (i) and (ii) of this Section 2.2(c) with respect to the Availability funding of the initial Advance hereunder, the Lenders and the Administrative Agent may, at the option of the Borrower, net any fees and reimbursable expenses owing to it on the Effective Date (as set forth in the executed closing statement) from the amount funded by the Lenders to the Administrative Agent pursuant to clause (i) and/or the amount of such Funding DateAdvance funded by the Administrative Agent to the Borrower pursuant to clause (ii).
(d) On each Funding Date, the obligation of each Lender to remit its Pro Rata Share of any such Loan 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. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any Loan Advance on or after the earlier to occur of the Revolving Period End Date or the Termination Date except as provided in Section 2.2(e).
(e) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower Administrative Agent (x) may, in the case of the occurrence and during the continuance of an Event of Default or (y) shall in the case of the occurrence of the Revolving Period End Date, on behalf of the Borrower, request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested)request, the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and ), notwithstanding anything to the contrary herein (including, without limitation, including the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing BaseAvailability.
Appears in 1 contract
Samples: Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin this Section 2.2, the Borrower may may, during the Revolving Period, request an Advance from the Lenders to make advances of funds (each, a “Loan Advance”) by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(b) No With respect to Advances, no later than 3:00 12:00 p.m. (New York City Time), one (1) U.S. Government Securities Business Day (or such shorter period as permitted by the Administrative Agent in its sole discretion, but not later than 12:00 p.m. (New York City Time) on the Business Day date of the proposed Funding Date), prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Availability and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Accrual Period for such Advance[reserved], (d) specify the Loan(s) to be financed on such Funding Date (if any) (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Revolving Loan or Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e2.9(e), (e) include a calculation showing that, on a pro-forma basis, Borrower is in compliance with the Minimum Credit Enhancement Amount Testand with respect to any Pre-Funded Loan, the amount to be deposited in the Pre-Funded Loan Account for the purpose of funding such Pre-Funded Loan pursuant to Section 2.9(h), (e) [reserved], and (df) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender after 3:00 12:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested (New York City Time) or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. (New York City Time) on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in this Section 2.1(a) 2.2 and upon satisfaction of the applicable conditions set forth in Article III, :
(i) each Lender shall make available to the Borrower Administrative Agent in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2no later than 12:00 p.m. (New York City Time), an amount equal to such LenderLxxxxx’s Pro Rata Share Share, of the least of (iA) the amount requested by the Borrower for such Advance, (iiB) the aggregate unused Commitments then in effect and (C) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Availability;
(ii) upon receipt of the amounts described in clause (i), the Administrative Agent shall promptly fund such amounts by wire transfer to the Operating Account or such other account designated by the Borrower in the applicable Funding Notice given pursuant to this Section 2.2; and
(iii) an amount equal notwithstanding clauses (i) and (ii) of this Section 2.2(c) with respect to the Availability funding of the initial Advance hereunder on the Effective Date (if any), the Lenders and the Administrative Agent may, at the option of the Borrower, net any fees and reimbursable expenses owing to it on the Effective Date (as set forth in the executed closing statement) from the amount funded by the Lenders to the Administrative Agent pursuant to clause (i) and/or the amount of such Funding DateAdvance funded by the Administrative Agent to the Borrower pursuant to clause (ii).
(d) On each Funding Date, the obligation of each Lender to remit its Pro Rata Share of any such Loan 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. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any Loan Advance on or after the earlier to occur of the Revolving Period End Date or the Termination Date.
(e) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower Administrative Agent (x) may, in the case of the occurrence and during the continuance of an Event of Default or (y) shall in the case of the occurrence of the Revolving Period End Date, on behalf of the Borrower, request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested)request, the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and ), notwithstanding anything to the contrary herein (including, without limitation, including the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing BaseAvailability.
Appears in 1 contract
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1, the Borrower may request an Advance from the Lenders by delivering to the Lenders Agent and each Lender at certain the times set forth below, the information and documents set forth in this Section 2.2.
(b) No later than 3:00 2:00 p.m. on the (New York City time) one Business Day prior to the proposed Funding Date, Date the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Trustee, the Agent and the Collateral Custodian each Lender, a duly completed Borrowing Base Certificate updated to Funding Request substantially in the date such Advance is requested and giving pro forma effect to the Advance requested and the use form of the proceeds thereofExhibit A-1 hereto;
(ii) subject to its receipt of a written request from the Agent or a Lender, to the Administrative Agent and such Lender a credit report and transaction summary for each Pre-Positioned Loan that is to be funded with the proceeds of the proposed Advance setting forth the credit underwriting by the Originator of such Pre-Positioned Loan, including, without limitation, a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) Loan transaction in a form reasonably acceptable to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed each Lender; and Each Funding Notice which Request shall (ai) specify the desired aggregate amount of such the requested Advance, which shall be in an amount must be equal to at least equal to $500,000 (or, 1,000,000 or an integral multiple of $100,000 in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Shareexcess thereof, (bii) specify the proposed Funding Date of such the requested Advance, (ciii) specify the Loan(s) to be financed on such Funding Date amount of Advances Outstanding, (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (div) include a representation that all conditions precedent for an Advance described in Article III hereof a funding have been met met, (except v) include a Borrowing Base Certificate calculated as otherwise provided in Section 2.2(e))of the date the Advance is requested and after giving effect to the Advance requested therein and the use of proceeds thereof, (vi) include a wire disbursement and authorization form and (vii) include an updated Loan List including each Pre-Positioned Loan to be funded with the proceeds of the requested Advance. Each Any Funding Notice Request shall be irrevocable. If any Funding Notice Request is received by the Administrative Agent and each Lender the Lenders after 3:00 2:00 p.m. (New York City time) on the Business Day that is one Business Day prior to the Business Day for which such Advance is requested or on a day that is not a Business Day, such Funding Notice Request shall be deemed to be received by the Administrative Agent and each Lender the Lenders at 9:00 a.m. on the next Business Day.
(c) No later than 2:00 p.m. (New York City time) on the proposed Funding Date, the Borrower (or the Servicer on its behalf) shall deliver to the Agent, each Lender and the Trustee a certification substantially in the form of Exhibit I from outside counsel to the Borrower concerning the Trustee’s receipt of certain documentation relating to each Pre-Positioned Loan to be funded with the proceeds of such Advance.
(d) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) 2.1, and upon satisfaction of the applicable conditions set forth in Article III, each Lender (other than a Non-Extending Lender) shall make available to the Borrower in same day funds, by wire transfer to the account at such bank or other location reasonably designated by the Borrower in the Funding Notice Request given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (ix) the amount requested by the Borrower for such Advance, (iiy) the aggregate unused Commitments then in effect and (iiiz) an amount equal to the Availability on such Funding Date.
(de) On each Funding Date, each Conduit Lender, to the extent such Conduit Lender will fund the requested Advance through the issuance of Commercial Paper Notes, will use commercially reasonable efforts to select maturities for such Commercial Paper Notes which will correspond as nearly as practicable to the periodic settlement date of any Hedge Transaction the Borrower may be required to enter into on such Funding Date pursuant to Section 5.2; provided, that prior to the occurrence of a Hedge Trigger, the maturities of the Commercial Paper Notes will be selected at the discretion of each Conduit Lender; and provided further, that, no Conduit Lender shall incur any liability or obligation to any party under this Agreement or any other Transaction Document by reason of its failure or inability to cause the maturities of its Commercial Paper Notes then issued to correspond to the tenor of any such Hedge Transaction as described herein.
(f) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan Funding and Servicing Agreement (Patriot Capital Funding, Inc.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(a), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its the Borrower’s behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent (with a copy to each Lender and the Collateral Custodian Agent) a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such drawa draw under a Revolving Loan or Delayed Draw Loan), to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Date of such Advance, (ciii) specify the Loan(s) (if any) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) (if any)), and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender after 3:00 2:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction or waiver of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan and Security Agreement (Palmer Square Capital BDC Inc.)
Procedures for Advances by the Lenders. (aa.) Subject to the limitations set forth hereinin Section 2.1(b), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times Administrative Agent the information and documents set forth in this Section 2.22.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.
(bb.) No With respect to (i) all Advances denominated in Dollars, no later than 2:00 p.m. on the proposed Funding Date, (ii) all Advances denominated in an Eligible Currency other than Dollars or GBPs, no later than 3:00 p.m. on three (3) Business Days prior to the proposed Funding Date and (iii) all Advances denominated in GBPs, no later than 3:00 p.m. five (5) Business Day Days prior to the proposed Funding Date, the Borrower (or the Collateral Manager Servicer on its behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian Custodian) written notice of such proposed Funding Date (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);
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian Custodian) a duly completed Funding Notice Request which shall (aA) specify the desired amount of such AdvanceAdvance in the applicable Eligible Currency, which amount USActive 57833767.7 must be at least equal to the equivalent of $500,000 (or, in such Eligible Currency and the case of Borrower may request any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)amounts in excess thereof, to be allocated (with respect to an Advance) to each Conduit Lender and each Institutional Lender in accordance with its Pro Rata Share, (bB) specify the proposed Funding Date of such Advance, (cC) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Eligible Currency, Approved Country, Assigned Value and Purchase Price for each Loan and identifying each Loan by type and proposed Advance Rate applicable to each such Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (dD) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice Request shall be irrevocable. If any Funding Notice Request is received by the Administrative Agent and each (a) with respect to all Advances denominated in Dollars, (1) prior to the joinder of the first additional Lender to this Agreement after 3:00 the Closing Date (if any), after 2:00 p.m. on the proposed Funding Date (in the case of an Advance), (2) after the joinder of the first additional Lender to this Agreement after the Closing Date (if any), after 2:00 p.m. two (2) Business Days prior to the proposed Funding Date (in the case of an Advance) or (b) with respect to all Advances denominated in an Eligible Currency other than Dollars, (1) prior to the joinder of the first additional Lender to this Agreement after the Closing Date (if any), after 9:00 a.m. one (1) Business Day prior to the proposed Funding Date (in the case of an Advance), (2) after the joinder of the first additional Lender to this Agreement after the Closing Date (if any), after 2:00 p.m. three (3) Business Day for which such Advance is requested or on a day that is not a Business DayDays prior to the proposed Funding Date (in the case of an Advance), such Funding Notice Request shall be deemed to be received by the Administrative Agent and each Lender Agent at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan and Servicing Agreement (North Haven Private Income Fund LLC)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No later than 3:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian 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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;; USActive 55525956.12 48
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e)). Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender 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 Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an amount equal to the Availability on such Funding Date.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Lenders Administrative Agent at certain times the information and documents set forth in this Section 2.2. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Revolving Lenders and/or the Swingline Lender, as applicable, with respect thereto.
(b) No With respect to (i) all Loan Advances, no later than 3:00 p.m. on the Business Day prior to the proposed Funding Date and (ii) all Swingline Advances, no later than 3:00 p.m. on the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent (which shall promptly deliver to each Revolving Lender or, in the case of any Swingline Advance, the Swingline Lender) and the Collateral Custodian 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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which USActive 37382726.29 47 amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent and each Lender (x) after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance (other than a Swingline Advance) is requested, (y) after 3:00 p.m. on the Business Day on which a Swingline Advance is requested or (z) on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) or (b), as applicable, and upon satisfaction of the applicable conditions set forth in Article III:
(i) in the case of a Loan Advance, (x) each Lender shall make available to the Administrative Agent in same day funds, by no later than 12:00 noon, an amount equal to such 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) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base and (y) the Administrative Agent shall make all funds received from the Lenders under clause (x) available to the Borrower in same day funds by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2; or
(ii) in the case of a Swingline Advance, the Swingline Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Swingline Advance, (ii) the aggregate unused Commitments positive difference between (A) the Swingline Commitment then in effect and (B) the aggregate outstanding Swingline Advances as of such date and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Swingline Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base.
(d) On each Funding Date, the obligation of each Revolving Lender to remit its Pro Rata Share of any such Loan Advance shall be several from that of each other Revolving Lender and the failure of any Revolving Lender to so make such amount available to the Borrower shall not relieve any other Revolving Lender of its obligation hereunder.
(e) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End DateDate with respect to all the Commitments, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Revolving Lenders shall USActive 37382726.29 48 fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan and Security Agreement (New Mountain Finance Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Sections 2.1(a), (b) and (c) the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2 p.m. on the Business Day prior to immediately preceding the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent, each Lender and the Collateral Agent a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, and shall be in the case integral multiples of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)10,000 in excess thereof, to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Advance Date of such Advance, (ciii) specify the Loan(s) to be financed on such Funding Advance Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and), with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable; provided, however, if the Borrower receives a Delayed Funding Notice in accordance with Section 2.2(e) by 6:00 p.m. on the Business Day prior to the Advance Date of any proposed Advance, the Borrower shall have the right to revoke the Funding Notice in respect of such Advance by providing the Administrative Agent written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. on the proposed Advance Dare for such Advance. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender after 3:00 2 p.m. on the Business Day prior to immediately preceding the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Advance Date, subject to the limitations set forth in Section Sections 2.1(a), (b) and (c) upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments.
(d) On each Funding 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) Notwithstanding anything With respect to any Advance:
(i) a Delayed Funding Lender, upon receipt of any Funding Notice pursuant to Section 2.2(b), promptly (but in no event later than 6:00 p.m. on the Business Day prior to the contrary hereinproposed Advance Date of such Advance) may notify the Borrower in writing (a “Delayed Funding Notice”) of its election to designate such Advance as a delayed Advance (such Advance, upon a “Designated Delayed Advance”). If such Delayed Funding Lender’s Pro Rata Share of such Advance exceeds its Required Non-Delayed Amount (such excess amount, the occurrence “Permitted Delayed Amount”), then the Delayed Funding Lender shall also include in the Delayed Funding Notice the portion of such Advance (such amount as specified in the Delayed Funding Notice, not to exceed such Delayed Funding Lender’s Permitted Delayed Amount, the “Delayed Amount”) that the Delayed Funding Lender has elected to fund on a Business Day that is on or prior to the thirty-fifth (35th) day following the proposed Advance Date of such Advance (such date as specified in the Delayed Funding Notice, the “Delayed Funding Date”) rather than on the proposed Advance Date for such Advance specified in the related Funding Notice;
(ii) if (A) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower specifying a Delayed Amount in respect of any Advance and (B) the Borrower shall not have revoked the notice of the earlier Advance by 10:00 a.m. on the proposed Advance Date of such Advance, then the Borrower, by no later than 11:30 a.m on such proposed Advance Date, may (but shall have no obligation to) direct each Available Delayed Amount Lender to fund an additional portion of such Advance on the proposed Advance Date equal to such Available Delayed Amount Lender’s Pro Rata Share of the least of (i) an Event of Default or the aggregate Delayed Amount with respect to the proposed Advance, (ii) the Revolving Period End Dateaggregate unused Commitments then in effect and (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments;
(iii) upon receipt of any notice of a Delayed Amount in respect of an Advance pursuant to Section 2.2(e)(ii), an Available Delayed Amount Lender, promptly (but in no event later than 2:00 p.m. on the proposed Advance Date of such Advance) may notify the Borrower in writing (a “Second Delayed Funding Notice”) of its election to decline to fund a portion of its Pro Rata Share of such Delayed Amount (such portion, the “Second Delayed Funding Notice Amount”); provided that, the Second Delayed Funding Notice Amount shall not exceed the excess, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amountany, the Borrower shall request an Advance in the amount of (A) such Available Delayed Amount Lender’s Pro Rata Share of such shortfall Delayed Amount over (the “Exposure B) such Available Delayed Amount Shortfall”). Following receipt of a Funding Notice Lender’s Required Non-Delayed Amount (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and after giving pro forma effect to the funding of any amount in respect of such Advance requestedto be made by such Available Delayed Amount Lender) (such excess amount, the “Second Permitted Delayed Amount”), and upon any such election, such Available Delayed Amount Lender shall include in the Lenders Second Delayed Funding Notice the Second Delayed Funding Notice Amount; and
(iv) subject to the limitations set forth in Section 2.2(e)(ii), a Delayed Funding Lender that delivered a Delayed Funding Notice in respect of a Delayed Amount shall be obligated to fund such Exposure Delayed Amount Shortfall on the related Delayed Funding Date in the manner set forth in the next succeeding sentence. Such Delayed Funding Lender shall (i) pay the sum of the Second Delayed Funding Notice Amount related to such Delayed Amount, if any, to the Borrower on the related Delayed Funding Date by wire transfer in same day funds to the account specified in the related Funding Notice given pursuant to this Section 2.2 and (ii) pay the Delayed Funding Reimbursement Amount related to such Delayed Amount, if any, on such related Delayed Funding Date to the Administrative Agent in immediately available funds for the ratable benefit of the related Available Delayed Amount Lenders that funded the Delayed Amount on the date of the Advance related to such Delayed Amount in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.22.2(e)(ii), except based on the relative amount of such Delayed Amount funded by such Available Delayed Amount Lender on the date of such Advance pursuant to Section 2.2(e)(ii). For the avoidance of doubt, no Delayed Funding Lender that no has provided a Delayed Funding Notice in respect of an Advance shall be considered to be in default of its obligation to fund its Delayed Amount or be treated as a Defaulting Lender shall make any Advance hereunder unless and until it has failed to fund the extent that, after giving effect to such Advance, Delayed Funding Reimbursement Amount or the Advances Outstanding would exceed Second Delayed Funding Notice Amount on the Borrowing Baserelated Delayed Funding Date in accordance with this Section 2.2(e)(iv).
Appears in 1 contract
Samples: Loan and Security Agreement (Fifth Street Senior Floating Rate Corp.)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Sections 2.1(a), (b) and (c) the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 2 p.m. on the Business Day prior to immediately preceding the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver:
(i) to the Administrative Agent and the Collateral Custodian Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent, each Lender and the Collateral Agent a duly completed Funding Notice (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;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 (or, and shall be in the case integral multiples of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw)$10,000 in excess thereof, to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Advance Date of such Advance, (ciii) specify the Loan(s) to be financed on such Funding Advance Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and), with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (div) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))met. Each Funding Notice shall be irrevocable; provided, however, if the Borrower receives a Delayed Funding Notice in accordance with Section 2.2(e) by 6:00 p.m. on the Business Day prior to the Advance Date of any proposed Advance, the Borrower shall have the right to revoke the Funding Notice in respect of such Advance by providing the Administrative Agent written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. on the proposed Advance Date for such Advance. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender after 3:00 2:00 p.m. on the Business Day prior to immediately preceding the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Advance Date, subject to the limitations set forth in Section Sections 2.1(a), (b) and (c) upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability on such Funding DateBorrower hereunder without causing either (x) the Advances Outstanding to exceed the Borrowing Base or (y) the cumulative amount of Advances to exceed the Commitments.
(d) On each Funding 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) Notwithstanding anything With respect to any Advance:
(i) a Delayed Funding Lender, upon receipt of any Funding Notice pursuant to Section 2.2(b), promptly (but in no event later than 6:00 p.m. on the Business Day prior to the contrary hereinproposed Advance Date of such Advance) may notify the Borrower in writing (a “Delayed Funding Notice”) of its election to designate such Advance as a delayed Advance (such Advance, upon a “Designated Delayed Advance”). If such Delayed Funding Lender’s Pro Rata Share of such Advance exceeds its Required Non-Delayed Amount (such excess amount, the occurrence “Permitted Delayed Amount”), then the Delayed Funding Lender shall also include in the Delayed Funding Notice the portion of such Advance (such amount as specified in the Delayed Funding Notice, not to exceed such Delayed Funding Lender’s Permitted Delayed Amount, the “Delayed Amount”) that the Delayed Funding Lender has elected to fund on a Business Day that is on or prior to the thirty-fifth (35th) day following the proposed Advance Date of such Advance (such date as specified in the Delayed Funding Notice, the “Delayed Funding Date”) rather than on the proposed Advance Date for such Advance specified in the related Funding Notice;
(ii) if (A) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower specifying a Delayed Amount in respect of any Advance and (B) the Borrower shall not have revoked the notice of the earlier Advance by 10:00 a.m. on the proposed Advance Date of such Advance, then the Borrower, by no later than 11:30 a.m. on such proposed Advance Date, may (but shall have no obligation to) direct each Available Delayed Amount Lender to fund an additional portion of such Advance on the proposed Advance Date equal to such Available Delayed Amount Lender’s Pro Rata Share of the least of (i) an Event of Default the aggregate Delayed Amount with respect to the proposed the Termination Date or (ii) on such later date as is agreed to in writing by the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure AmountBorrower, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested)Collateral Manager, the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if Administrative Agent and the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing BaseLenders.
Appears in 1 contract
Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp)
Procedures for Advances by the Lenders. (a) Subject to the limitations set forth hereinin Section 2.1(b), the Borrower may request an Advance from the Lenders by delivering to the Lenders at certain times the information and documents set forth in this Section 2.2.
(b) No With respect to all Advances, no later than 3:00 p.m. on the Business Day prior to the proposed Funding Date, the Borrower (or the Collateral Manager on its the Borrower’s behalf) shall deliver:
(i) to the Administrative Agent (with a copy to the Collateral Agent) a wire disbursement and authorization form, to the extent not previously delivered; and
(ii) to the Administrative Agent (with a copy to each Lender and the Collateral Custodian Agent) a duly completed Funding Notice (including a duly completed Borrowing Base Certificate updated to as of the date such Advance is requested proposed Funding Date and giving pro forma effect to the Advance requested and the use of the proceeds thereof;
(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance;
(iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered;
(iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (ai) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base and must be at least equal to $500,000 250,000 (or, in the case of any Advance to be applied or such lesser amount that is necessary to fund any a draw under a Revolving Loan or Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (bii) specify the proposed Funding Date of such Advance, (ciii) specify the Loan(s) (if any) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLBOutstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) (if any)), and (div) include a representation that all conditions precedent (other than Sections 3.2(h) and (i)) for an Advance described in Article III hereof have been met (except as otherwise provided in Section 2.2(e))satisfied or waived. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent, the Collateral Agent and each Lender after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance is requested proposed Funding Date or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent, the Collateral Agent and each Lender at 9:00 a.m. on the next Business Day.
(c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a2.1(b) and upon satisfaction or waiver of the applicable conditions set forth in Article III, each Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect and (iii) an the maximum amount equal that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Availability Borrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base on such the related Funding Date.
(d) On each Funding 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) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base.
Appears in 1 contract
Samples: Loan and Security Agreement (Nuveen Churchill BDC INC.)