The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Date and the Commitment End Date, each Lender will make Loans at the request of Borrower, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof. (i) No later than fifteen (15) Business Days before the related Borrowing Date for a Loan other than a Bridge Loan or the date on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies. (ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder). (i) Each Borrowing shall be made upon irrevocable written notice from Borrower to Agent (any such written notice, a “Notice of Borrowing”), provided that, unless otherwise agreed by Agent and Lenders, such Notice of Borrowing is received by Agent no later than 3:00 P.M. (New York City time) on the date that is two (2) Business Days prior to the related Borrowing Date and, except in the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) above. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether such Borrowing is a Bridge Loan, (C) the date of such Borrowing and the Fixed Period requested with respect to such Borrowing and (D) other than in the case of a Bridge Loan, the Eligible Receivables to be Pledged in connection with such Borrowing, if any (and upon such Borrowing other than in the case of a Bridge Loan, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). On the date of each such Borrowing, each Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to Borrower on the applicable Borrowing Date, no later than 3:00 P.M. (New York City time) on such Borrowing Date, in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such Lender), by payment into the Operating Account. For the avoidance of doubt, Lenders, unless consented to in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivables. (ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to Agent pursuant to this Section 2.02(c) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, of Eligible Receivables to be made in connection therewith. (iii) Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary.” (d) Section 2.05(b) is amended in its entirety to provide as follows:
Appears in 2 contracts
Samples: Loan and Security Agreement (BRT Realty Trust), Loan and Security Agreement (BRT Realty Trust)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Program Termination Date and the Commitment End Facility Maturity Date, each the Lender will make Loans on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(i) No later than fifteen The initial Borrowing shall be made on at least five (155) Business Days before Days’ irrevocable written notice from the related Borrower to the Lender and each Subsequent Borrowing Date for a Loan other than a Bridge Loan or the date shall be made on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than at least three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each Borrowing shall be made upon Days’ irrevocable written notice from the Borrower to Agent the Lender (any such written notice, a “Notice of Borrowing”), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by Agent the Lender no later than 3:00 P.M. 12:00 noon (New York City time) on the date that is two Business Day of receipt. Any Notice of Borrowing received after 12:00 noon (2New York City time) Business Days shall be deemed received prior to 12:00 noon (New York City time) on the related Borrowing Date and, except in the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) abovefollowing Business Day. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether the date of such Borrowing is a Bridge LoanBorrowing, (C) the date allocation of such Borrowing the Loans as Pool A Loans and the Fixed Period requested with respect to such Borrowing Pool B Loans, and (D) other than in the case of a Bridge Loan, the Eligible Pool A Receivables and the Eligible Pool B Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). On the date of each such Borrowing, each the Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, no later than 3:00 2:00 P.M. (New York City time) on such Borrowing Date), in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such the Lender), by payment into the Operating Account. For account which the avoidance of doubt, Lenders, unless consented to Borrower has designated in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivableswriting.
(ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to Agent the Lender pursuant to this Section 2.02(c2.02(b) shall be in an electronic file format acceptable to the Lender (A) accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to the Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, pledge of Eligible Receivables to be made in connection therewiththerewith and (B) specifying for each Receivables pledged therein the information set forth on Exhibit B hereto.
(iii) Agent The Loans shall bear interest at the Interest Rate.
(iv) Subject to Section 2.15 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Loans, on and after the date hereof and prior to the earlier to occur of the Facility Maturity Date and the Program Termination Date.
(v) Determinations by the Lender of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Lender promptly after the Lender learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Loans at the Adjusted Eurodollar Rate, shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contraryconclusive absent manifest error.”
(d) Section 2.05(b) is amended in its entirety to provide as follows:
Appears in 2 contracts
Samples: Receivables Loan and Security Agreement (LEAF Equipment Finance Fund 4, L.P.), Receivables Loan and Security Agreement (Resource America Inc)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Date and the Commitment End Date, each the Lender will make Loans on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(ib) No later than fifteen (15) Business Days before the related The initial Borrowing Date for a Loan other than a Bridge Loan or the date on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each each Subsequent Borrowing shall be made upon on at least four Business Days' irrevocable written notice from the Borrower to the Agent and the Facility Insurer in the form attached hereto as Exhibit E, (any such written notice, a “"Notice of Borrowing”"), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by the Agent no later than 3:00 1:00 P.M. (New York City time) on the date that is two Business Day of receipt. Any Notice of Borrowing received after 1:00 P.M. (2New York City time) Business Days shall be deemed received prior to 1:00 P.M. (New York City time) on the related Borrowing Date and, except in the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) abovefollowing Business Day. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail include (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether the requested Borrowing Date. Each such Borrowing is a Bridge LoanNotice of Borrowing, (C) the date of such Borrowing and the Fixed Period requested with respect to such Borrowing and (D) other than in the case a Notice of Borrowing requesting a Bridge LoanBorrowing on a Remittance Date, shall be accompanied by a Borrowing Report. On each Borrowing Date, the Eligible Receivables to be Pledged in connection with such Borrowing, if any (and upon such Borrowing other than in the case of a Bridge Loan, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). On the date of each such Borrowing, each Lender shall, upon satisfaction of the applicable conditions set forth in this Article II Section 2.02 and Article III, make available to the Borrower on the applicable such Borrowing Date, no later than 3:00 4:00 P.M. (New York City time) on such Borrowing Date, in same day funds, such Lender’s Commitment Percentage of the amount of the Borrowing requested for such Borrowing Date (net of amounts payable to or for the benefit of such the Lender), ) by payment into the Operating AccountBorrower's account number 12332-01771 at Bank of America, N.A., ABA No. For 121000358 or such other xxxxxxx xxich the avoidance of doubt, Lenders, unless consented to Borrower has designated in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivablesxxxxxxx.
(iic) Each Notice of Borrowing other than as respects a Bridge Loan delivered to Agent pursuant to this Notwithstanding any provision in Section 2.02(c) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto2.02(b), if any, which was sent to Custodian pursuant the Facility Insurer delivers a Borrowing Objection Notice to the terms Agent and the Lender no later than 1:00 P.M. (New York City time), two Business Days prior to the date of Borrowing requested in a Notice of Borrowing, the Custodial Agreement Lender shall not fund such Borrowing. Any Borrowing Objection Notice delivered to the Agent and the Lender later than 1:00 P.M. (New York City time), two Business Days prior to the date of Borrowing requested in connection with the pledgea Notice of Borrowing, if any, of Eligible Receivables to be made in connection therewith.
(iii) Agent shall be entitled deemed ineffective and the Lender shall fund such Borrowing. The Facility Insurer shall have no obligation to rely upondeliver any Borrowing Objection Notice at any time, and shall be fully protected in relying upon, regardless of whether all conditions precedent to any Notice of Borrowing or similar notice purporting to have been sent to Agent by the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrarymet.”
(d) Section 2.05(bUnless otherwise provided in this Agreement, the Loans shall bear interest at the Yield Rate.
(e) is amended in Subject to the terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay Loans, on and after the date hereof and prior to the Amortization Commencement Date.
(f) Determinations by the Lender of the existence of any Eurodollar Disruption Event, or of the effect of any Eurodollar Disruption Event on its entirety to provide as follows:making or maintaining Loans at the Adjusted Eurodollar Rate, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Maxtor Corp)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Program Termination Date and the Commitment End Facility Maturity Date, each the Lender will make Loans on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(i1) No later than fifteen The initial Borrowing shall be made on at least five (155) Business Days before Days’ irrevocable written notice from the related Borrower to the Lender and each Subsequent Borrowing Date for a Loan other than a Bridge Loan or the date shall be made on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than at least three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each Borrowing shall be made upon Days’ irrevocable written notice from the Borrower to Agent the Lender (any such written notice, a “Notice of Borrowing”), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by Agent the Lender no later than 3:00 P.M. 12:00 noon (New York City time) on the date that is two Business Day of receipt. Any Notice of Borrowing received after 12:00 noon (2New York City time) Business Days shall be deemed received prior to 12:00 noon (New York City time) on the related Borrowing Date and, except in the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) abovefollowing Business Day. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether the date of such Borrowing is a Bridge LoanBorrowing, (C) the date allocation of such Borrowing the Loans as Pool A Loans and the Fixed Period requested with respect to such Borrowing Pool B Loans, and (D) other than in the case of a Bridge Loan, the Eligible Pool A Receivables and the Eligible Pool B Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). On the date of each such Borrowing, each the Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, no later than 3:00 2:00 P.M. (New York City time) on such Borrowing Date), in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such the Lender), by payment into the Operating Account. For account which the avoidance of doubt, Lenders, unless consented to Borrower has designated in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivableswriting.
(ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to Agent pursuant to this Section 2.02(c) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, of Eligible Receivables to be made in connection therewith.
(iii) Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary.”
(d) Section 2.05(b) is amended in its entirety to provide as follows:
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Resource America Inc)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Program Termination Date and the Commitment End Facility Maturity Date, each the Lender will make Loans on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(i) No later than fifteen The initial Borrowing shall be made on at least four (154) Business Days before Days’ irrevocable written notice from the related Borrower to the Agent and each Subsequent Borrowing Date for a Loan other than a Bridge Loan or the date shall be made on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than at least three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each Borrowing shall be made upon Days’ irrevocable written notice from the Borrower to the Agent (any such written notice, a “Notice of Borrowing”), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by the Agent no later than 3:00 P.M. 12:00 noon (New York City time) on the date that is two Business Day of receipt. Any Notice of Borrowing received after 12:00 noon (2New York City time) Business Days shall be deemed received prior to 12:00 noon (New York City time) on the related Borrowing Date and, except in the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) abovefollowing Business Day. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether the date of such Borrowing is a Bridge LoanBorrowing, (C) the date allocation of such Borrowing the Loans as Pool A Loans and the Fixed Period requested with respect to such Borrowing Pool B Loans, and (D) other than in the case of a Bridge Loan, the Eligible Pool A Receivables and the Eligible Pool B Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). On the date of each such Borrowing, each the Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, no later than 3:00 2:00 P.M. (New York City time) on such Borrowing Date), in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such the Lender), by payment into the Operating Account. For account which the avoidance of doubt, Lenders, unless consented to Borrower has designated in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivableswriting.
(ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to the Agent pursuant to this Section 2.02(c2.02(b) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to the Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, pledge of Eligible Receivables to be made in connection therewith.
(iiic) Agent The Loans shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by bear interest at the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contraryYield Rate.”
(d) Subject to Section 2.05(b2.20 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Loans, on and after the date hereof and prior to the earlier to occur of the Facility Maturity Date and the Program Termination Date.
(e) is amended in Determinations by the Lender of the existence of any CP Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any CP Disruption Event on its entirety making or maintaining Loans at the CP Rate, shall be conclusive absent manifest error.
(f) Determinations by the Lender of the existence of any Eurodollar Disruption Event (any such determination to provide as follows:be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Loans at the Adjusted Eurodollar Rate, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (LEAF Equipment Finance Fund 4, L.P.)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Date and the Commitment End Facility Maturity Date, each the Lender will make Loans on any Business Day at the request of the Borrower, with an aggregate principal balance of Loans Outstanding not to exceed the Maximum Facility Amount subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(i) No later than fifteen (15) Business Days before the related Borrowing Date for a Loan other than a Bridge Loan or the date on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each Borrowing shall be made upon on at least two (2) Business Days’ irrevocable written notice from the Borrower to the Agent (any each such written notice, a “Notice of Borrowing”), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by the Agent no later than 3:00 P.M. than
1: 00 p.m. (New York City time) on the date that is two Business Day of receipt. Any Notice of Borrowing received after 1:00 p.m. (2New York City time) shall be deemed received on the following Business Days prior to the related Borrowing Date and, except in the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) aboveDay. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether the requested date of such Borrowing is a Bridge LoanBorrowing, (C) the date of requested Fixed Period(s) for such Borrowing and the allocations of Loans to each such requested Fixed Period requested with respect to such Borrowing and (D) other than in the case of a Bridge Loan, the Eligible Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). The Agent shall notify the Borrower as to whether the duration of the Fixed Period(s) described in such Notice of Borrowing is acceptable or, if not acceptable, the Agent shall advise the Borrower of such Fixed Period(s) as may be acceptable. On the date of each such Borrowing, each the Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, no later than 3:00 P.M. p.m. (New York City time) on such Borrowing Date), in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such the Lender), by payment into the Operating Account. For account which the avoidance of doubt, Lenders, unless consented Borrower has designated to in writing by the Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivableswriting.
(ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to the Agent pursuant to this Section 2.02(c2.02(b) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to the Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, pledge of Eligible Receivables to be made in connection therewith.
(iiic) In addition to the Loans requested pursuant to Section 2.02(b), the Agent shall be entitled may request Loans on behalf of the Borrower solely to rely uponthe extent necessary to pay (i) any shortfalls in amounts available in the Collection Account to pay all amounts then due and owing on any Remittance Date and described in Section 2.06(a)(I)(i) through (xi) or Section 2.06(a)(II), as applicable, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent actually paid by the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless on behalf of the responsible individual acting thereon for Agent has actual knowledge Borrower to the contraryPersons described in such Sections and (ii) the amount of any costs and expenses incurred by the Agent in connection with the enforcement, defense or preservation of any rights of the Agent with respect to the Pledged Assets. Upon the request of Borrower, the Partnership may advance from its own funds a Partnership Advance with respect to any Pledged Receivable if the Partnership, in its sole discretion, determines that eventual repayment of such Partnership Advance is likely to be recovered from Collections from or on behalf of the related Obligor, provided, however, that in no event shall the Partnership make a Partnership Advance with respect to a Contract related to a Defaulted Receivable.”
(d) Each Loan shall bear interest at the applicable Yield Rate for such Loan.
(e) Subject to Section 2.05(b2.16 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Loans, on and after the Closing Date and prior to the earlier to occur of the Facility Maturity Date and the Early Amortization Commencement Date.
(f) is amended in Determinations by the Lender of the existence of any CP Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any CP Disruption Event on its entirety to provide as follows:making or maintaining Loans at the CP Rate, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (LEAF Equipment Leasing Income Fund III, L.P.)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Date and the Commitment End Facility Maturity Date, each the Lender will make Loans on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(i) No later than fifteen The initial Borrowing shall be made on at least four (154) Business Days before Days' irrevocable written notice from the related Borrower to the Agent and each Subsequent Borrowing Date for a Loan other than a Bridge Loan or the date shall be made on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than at least three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each Borrowing shall be made upon Days' irrevocable written notice from the Borrower to the Agent (any such written notice, a “"Notice of Borrowing”"), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by the Agent no later than 3:00 1:00 P.M. (New York City time) on the date that is two Business Day of receipt. Any Notice of Borrowing received after 1:00 p.m. (2New York City time) Business Days shall be deemed received prior to 1:00 P.M. (New York City time) on the related Borrowing Date and, except in the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) abovefollowing Business Day. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether the date of such Borrowing is a Bridge LoanBorrowing, (C) the date of requested Fixed Period(s) for such Borrowing and the allocations of Loans to each such requested Fixed Period requested with respect to such Borrowing and (D) other than in the case of a Bridge Loan, the Eligible Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). The Agent shall notify the Borrower whether the duration of the Fixed Period(s) described in such Notice of Borrowing is acceptable or, if not acceptable, the Agent shall advise the Borrower of such Fixed Period(s) as may be acceptable. On the date of each such Borrowing, each the Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, no later than 3:00 4:00 P.M. (New York City time) on such Borrowing Date), in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such the Lender), by payment into the Operating Account. For account which the avoidance of doubt, Lenders, unless consented to Borrower has designated in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivableswriting.
(ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to the Agent pursuant to this Section 2.02(c2.02(b) shall be accompanied by a copy of the a Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to the Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, Pledge of Eligible Receivables to be made in connection therewith.
(iiic) Agent The Loans shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by bear interest at the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contraryapplicable Yield Rate.”
(d) Subject to Section 2.05(b2.20 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Loans, on and after the date hereof and prior to the earlier to occur of the Facility Maturity Date and the Early Amortization Commencement Date.
(e) is amended in Determinations by the Lender of the existence of any CP Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any CP Disruption Event on its entirety making or maintaining Loans at the CP Rate, shall be conclusive absent manifest error.
(f) Determinations by the Lender of the existence of any Eurodollar Disruption Event (any such determination to provide as follows:be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Loans at the Adjusted Eurodollar Rate, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Us Home Systems Inc /Tx)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Date and the Commitment End Facility Maturity Date, each the Lender will make Loans on any Business Day (but not more than once on any Business Day) at the request of the Borrower, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof. After the Collection Date has occurred, the Lender and the Agent, in accordance with their respective interests, shall re-assign and transfer to the Borrower, for no consideration but at the sole expense of the Borrower, their respective remaining interests in the Pledged Assets, free and clear of any Adverse Claim resulting solely from an act by the Lender or the Agent, but without any other representation or warranty, express or implied, by or recourse against the Lender or the Agent.
(i) No later than fifteen (15) Business Days before the related The initial Borrowing Date for a Loan other than a Bridge Loan or the date on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each each Subsequent Borrowing shall be made upon on at least two Business Day's irrevocable written notice from the Borrower to the Agent (any such written notice, a “"Notice of Borrowing”"), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by the Agent no later than 3:00 1:00 P.M. (New York City time) on the date that is two (2) Business Days prior to the related Borrowing Date and, except in the case Day of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) abovereceipt. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, which shall be in an amount equal to or greater than $500,000, (B) whether the date of such Borrowing is a Bridge LoanBorrowing, (C) the date of requested Fixed Period(s) for such Borrowing and the allocations of Loans to each such requested Fixed Period requested with respect to such Borrowing and (D) other than in the case of a Bridge Loan, the Eligible Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). The Agent shall notify the Borrower whether the duration of the Fixed Period(s) described in such Notice of Borrowing is acceptable or, if not acceptable, the Agent shall advise the Borrower of such Fixed Period(s) as may be acceptable. On the date of each such Borrowing, each the Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, Date no later than 3:00 4:00 P.M. (New York City time) on such Borrowing Date, in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such the Lender), ) by payment into the Operating Account. For account which the avoidance of doubt, Lenders, unless consented to Borrower has designated in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivableswriting.
(ii) Each The Notice of Borrowing other than as respects a Bridge Loan for each Borrowing delivered to the Agent pursuant to this Section 2.02(c2.02(b) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, ) which was sent to the Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, pledge of Eligible Receivables to be made in connection therewith.
(iiic) Agent The Loans shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by bear interest at the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contraryYield Rate.”
(d) Subject to Section 2.05(b2.20 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Loans, on and after the date hereof and prior to the earlier to occur of the Facility Maturity Date and the Early Amortization Commencement Date.
(e) is amended in Determinations by the Lender of the existence of any CP Disruption Event, or of the effect of any CP Disruption Event on its entirety to provide as follows:making or maintaining Loans at the CP Eurodollar Rate, shall be conclusive absent manifest error.
(f) Determinations by the Lender of the existence of any Eurodollar Disruption Event, or of the effect of any Eurodollar Disruption Event on its making or maintaining Loans at the Adjusted Eurodollar Rate, shall be conclusive absent manifest error.
(g) Only one Borrowing shall be permitted on any Business Day.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Equivest Finance Inc)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Termination Date and provided that no Funding Termination Event shall have occurred and be continuing at such time, the Commitment End Date, each Lender will make Loans Advances on any Business Day (but not more than once in any calendar week) at the request of the Borrower, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof. After the Final Payment Date has occurred, the Lender and the Administrator, in accordance with their respective interests, shall re-assign and transfer to the Borrower, for no consideration but at the sole expense of the Borrower, their respective remaining interests in the Pledged Assets, free and clear of any Adverse Claim resulting solely from an act by the Lender or the Administrator, but without any other representation or warranty, express or implied, by or recourse against the Lender or the Administrator.
(ib) No later than fifteen (15) Business Days before the related The initial Borrowing Date for a Loan other than a Bridge Loan or the date on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each each Subsequent Borrowing shall be made upon irrevocable written notice from the Borrower to Agent the Administrator in substantially the form attached hereto as Exhibit A-1 (any such written notice, a “Notice of Borrowing”), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by Agent the Administrator no later than 3:00 P.M. 12:00 noon (New York City Springfield, Missouri time) on the date that is two (2) Business Days prior to the related Borrowing Date and, except in Business Day of the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) aboverequested Borrowing. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (Ai) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether such Borrowing is a Bridge Loanwhich shall be an amount equal to or greater than $200,000, (Cii) the date of such Borrowing and the Fixed Period requested with respect to such Borrowing and (Diii) other than in the case of a Bridge Loanan Interim Receivables Schedule, the Eligible Receivables to be Pledged in connection with such Borrowing, if any including all the required data elements thereof (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). Each Notice of Borrowing delivered to the Administrator pursuant to this Section 2.02(b) shall be accompanied by a complete and accurate Borrowing Base Certificate. On each Borrowing Date, the date of each such Borrowing, each Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, Date no later than 3:00 5:00 P.M. (New York City Springfield, Missouri time) on such Borrowing Date, in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such Lender), the Lender in respect of any Facility Fees then due and owing) by payment into the Operating Borrower Funding Account. For , or such other account as the avoidance of doubt, Lenders, unless consented to Borrower shall have designated in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivablesthe Administrator.
(iic) Each Notice of Borrowing other than as respects a Bridge Loan delivered Subject to Agent pursuant to this Section 2.02(c) 7.01 hereof, the Advances shall be accompanied by a copy of bear interest at the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, of Eligible Receivables to be made in connection therewithNote Rate.
(iii) Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary.”
(d) Subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, repay, prepay pursuant to Section 2.05(b2.13 and re-borrow Advances, on and after the date upon which the conditions precedent set forth in Article III have been satisfied or waived in writing by the Lender and prior to the Termination Date; provided that no Funding Termination Event has occurred and is continuing at such time, subject to the terms, provisions and limitations set forth herein.
(e) All payments of principal, interest, fees and other amounts payable under this Agreement or any other Transaction Document may be paid from the proceeds of Advances, whether made pursuant to a Notice of Borrowing from the Borrower pursuant to Section 2.02(b) or a deemed request as provided in this Section 2.02(e). Borrower hereby irrevocably authorizes Administrator to make Advances for the purpose of paying principal, interest, fees and other amounts payable under the Transaction Documents, including reimbursing costs or expenses for which the Borrower is amended obligated under the Transaction Documents, whether or not any condition precedent specified in its entirety Article III has been satisfied, and agrees that all Advances so made shall be deemed to provide as follows:have been requested by the Borrower pursuant to this Agreement and shall be included within the Obligations and entitled to the benefit of the security interests in the Pledged Assets granted hereunder.
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Freedom Financial Group Inc)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Date and the Commitment End Program Termination Date, each Lender will make Loans at the request of the Borrower, the Lenders (ratably in accordance with their Ratable Shares, to the extent that each Lender’s Loan Amount would not exceed its Commitment) shall make Loans on any Business Day, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(i) No later than fifteen (15) Business Days before the related Borrowing Date for a Loan other than a Bridge Loan or the date on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each Borrowing shall be made upon requested on irrevocable written notice from the Borrower to the Agent (any each such written notice, which shall be substantially in the form attached hereto as Exhibit B, a “Notice of Borrowing”), provided that, unless otherwise agreed by Agent and Lenders, such Notice of Borrowing is received by Agent ) no later than 3:00 P.M. 11:00 a.m. (New York City time) two Business Days before the requested date of such Loan or such later time or day requested by the Borrower to which the Agent and the applicable Lenders may agree. Any Notice of Borrowing received after 11:00 a.m. (New York City time) shall be deemed received on the date that is two (2) following Business Days prior to Day and, in respect of any Loan other than the initial Loan, shall preclude a Borrowing on the related Borrowing Date and, except in the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) aboveRemittance Date. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether such Borrowing is a Bridge Loan, (C) the requested date of such Borrowing and the Fixed Period requested with respect to such Borrowing (which date shall be a Business Day), and (DC) other than in the case of a Bridge Loan, the Eligible Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder) and be accompanied by a Borrowing Base Certificate (as required pursuant to Section 6.11(d)). The Agent shall promptly notify and provide a copy of such Notice of Borrowing and Borrowing Base Certificate to each Lender. On the date of each such Borrowing, each the Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, no later than 3:00 P.M. 4:00 p.m. (New York City time) on such Borrowing Date), in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of the Agent and the Lenders on such Lenderdate, including the Reserve Account Deposit Amount), by payment into the Operating Account. For account that the avoidance of doubt, Lenders, unless consented Borrower has designated to in writing by the Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivableswriting.
(ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to the Agent pursuant to this Section 2.02(c2.02(b) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to the Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, pledge of Eligible Receivables to be made in connection therewith.
(iiic) In addition to the Borrowings requested pursuant to Section 2.02(b), the Agent shall be entitled may, upon prior written notice to rely uponthe Borrower, request Borrowings on behalf of the Borrower solely to the extent necessary to pay (i) any shortfalls in amounts available in the Collection Account to pay all amounts then due and owing on any Remittance Date and described in Section 2.05(c)(I)(i) through (v) or Section 2.05(c)(II)(i) through (v), as applicable, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent actually paid by the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless on behalf of the responsible individual acting thereon for Agent has actual knowledge Borrower to the contraryPersons described in such Sections and (ii) the amount of any reasonable costs and expenses incurred by the Agent in connection with the enforcement, defense or preservation of any rights of the Agent with respect to the Collateral.”
(d) Each Loan shall bear interest at the applicable Yield Rate for such Loan.
(e) Subject to Section 2.05(b2.14 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay and reborrow Loans, on and after the Closing Date and prior to the Program Termination Date; provided that the Agent receives at least three (3) is amended in its entirety to provide as follows:Business Days’ prior written notice of each repayment.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Marlin Business Services Corp)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Date and the Commitment End Facility Maturity Date, each the Lender will make Loans on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(i) No later than fifteen (15) Business Days before the related The initial Borrowing Date for a Loan other than a Bridge Loan or the date on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each each Subsequent Borrowing shall be made upon on at least two Business Days’ irrevocable written notice from the Borrower to the Agent (any such written notice, a “Notice of Borrowing”), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by the Agent no later than 3:00 1:00 P.M. (New York City time) on the date that is two Business Day of receipt. Any Notice of Borrowing received after 1:00 p.m. (2New York City time) Business Days shall be deemed received prior to 1:00 P.M. (New York City time) on the related Borrowing Date and, except in the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) abovefollowing Business Day. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether the date of such Borrowing is a Bridge LoanBorrowing, (C) the date of requested Fixed Period(s) for such Borrowing and the allocations of Loans to each such requested Fixed Period requested with respect to such Borrowing and (D) other than in the case of a Bridge Loan, the Eligible Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder), or if such Borrowing is to constitute a Marginal Allowable Advance, a specification to that effect and the amount thereof and applicable Advance Amount available therefor. The Agent shall notify the Borrower whether the duration of the Fixed Period(s) described in such Notice of Borrowing is acceptable or, if not acceptable, the Agent shall advise the Borrower of such Fixed Period(s) as may be acceptable. On the date of each such Borrowing, each the Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, no later than 3:00 4:00 P.M. (New York City time) on such Borrowing Date), in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such the Lender), by payment into the Operating Account. For account which the avoidance of doubt, Lenders, unless consented to Borrower has designated in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivableswriting.
(ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to the Agent pursuant to this Section 2.02(c2.02(b) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to the Custodian and the related Collateral Receipt which was delivered by the Custodian, in each case, pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, Pledge of Eligible Receivables to be made in connection therewith.
(iiic) Agent The Loans shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by bear interest at the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contraryYield Rate.”
(d) Subject to Section 2.05(b2.20 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Loans, on and after the Closing Date and prior to the earlier to occur of the Facility Maturity Date and the Early Amortization Commencement Date.
(e) is amended in Determinations by the Lender of the existence of any CP Disruption Event, or of the effect of any CP Disruption Event on its entirety to provide as follows:making or maintaining Loans at the CP Eurodollar Rate, shall be conclusive absent manifest error.
(f) Determinations by the Lender of the existence of any Eurodollar Disruption Event, or of the effect of any Eurodollar Disruption Event on its making or maintaining Loans at the Adjusted Eurodollar Rate, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Mru Holdings Inc)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Date and the Commitment End Seventh Amendment Effective Date, each the Lender will make Loans on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(i) No later than fifteen The initial Borrowing shall be made on at least five (155) Business Days before Days’ irrevocable written notice from the related Borrower to the Lender and each Subsequent Borrowing Date for a Loan other than a Bridge Loan or the date shall be made on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than at least three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each Borrowing shall be made upon Days’ irrevocable written notice from the Borrower to Agent the Lender (any such written notice, a “Notice of Borrowing”), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by Agent the Lender no later than 3:00 P.M. 12:00 noon (New York City time) on the date that is two Business Day of receipt. Any Notice of Borrowing received after 12:00 noon (2New York City time) Business Days shall be deemed received prior to 12:00 noon (New York City time) on the related Borrowing Date and, except in the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) abovefollowing Business Day. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether the date of such Borrowing is a Bridge LoanBorrowing, (C) the date allocation of such Borrowing the Loans as Pool A Loans and the Fixed Period requested with respect to such Borrowing Pool B Loans, and (D) other than in the case of a Bridge Loan, the Eligible Pool A Receivables and the Eligible Pool B Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). On the date of each such Borrowing, each the Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, no later than 3:00 2:00 P.M. (New York City time) on such Borrowing Date), in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such the Lender), by payment into the Operating Account. For account which the avoidance of doubt, Lenders, unless consented to Borrower has designated in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivableswriting.
(ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to Agent the Lender pursuant to this Section 2.02(c2.02(b) shall be in an electronic file format acceptable to the Lender (A) accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to the Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, pledge of Eligible Receivables to be made in connection therewiththerewith and (B) specifying for each Receivables pledged therein the information set forth on Exhibit B hereto.
(iii) Agent The Loans shall bear interest at the Interest Rate.
(iv) Subject to Section 2.15 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Loans, on and after the date hereof and prior to the Seventh Amendment Effective Date.
(v) Determinations by the Lender of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Lender promptly after the Lender learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Loans at the Adjusted Eurodollar Rate, shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contraryconclusive absent manifest error.”
(d) Section 2.05(b) is amended in its entirety to provide as follows:
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (LEAF Equipment Finance Fund 4, L.P.)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Date and the Commitment End Facility Maturity Date, each the Lender will make Loans on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(i) No later than fifteen (15) Business Days before the related The initial Borrowing Date for a Loan other than a Bridge Loan or the date on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each each Subsequent Borrowing shall be made upon on at least two Business Days’ irrevocable written notice from the Borrower to the Agent (any such written notice, a “Notice of Borrowing”), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by the Agent no later than 3:00 1:00 P.M. (New York City time) on the date that is two Business Day of receipt. Any Notice of Borrowing received after 1:00 p.m. (2New York City time) Business Days shall be deemed received prior to 1:00 P.M. (New York City time) on the related Borrowing Date and, except in the case of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) abovefollowing Business Day. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether the date of such Borrowing is a Bridge LoanBorrowing, (C) the date of requested Fixed Period(s) for such Borrowing and the allocations of Loans to each such requested Fixed Period requested with respect to such Borrowing and (D) other than in the case of a Bridge Loan, the Eligible Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder), or if such Borrowing is to constitute a Marginal Allowable Advance, a specification to that effect and the amount thereof and applicable Advance Amount available therefor. The Agent shall notify the Borrower whether the duration of the Fixed Period(s) described in such Notice of Borrowing is acceptable or, if not acceptable, the Agent shall advise the Borrower of such Fixed Period(s) as may be acceptable. On the date of each such Borrowing, each the Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, no later than 3:00 4:00 P.M. (New York City time) on such Borrowing Date), in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such the Lender), by payment into the Operating Account. For account which the avoidance of doubt, Lenders, unless consented to Borrower has designated in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivableswriting.
(ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to the Agent pursuant to this Section 2.02(c2.02(b) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to the Custodian and the related Collateral Receipt which was delivered by the Custodian, in each case, pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, Pledge of Eligible Receivables to be made in connection therewith.
(iiic) Agent The Loans shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by bear interest at the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contraryYield Rate.”
(d) Subject to Section 2.05(b2.20 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Loans, on and after the Closing Date and prior to the earlier to occur of the Facility Maturity Date and the Early Amortization Commencement Date (other than one solely attributable to a Single Type Early Amortization Event).
(e) is amended in Determinations by the Lender of the existence of any CP Disruption Event, or of the effect of any CP Disruption Event on its entirety to provide as follows:making or maintaining Loans at the CP Eurodollar Rate, shall be conclusive absent manifest error.
(f) Determinations by the Lender of the existence of any Eurodollar Disruption Event, or of the effect of any Eurodollar Disruption Event on its making or maintaining Loans at the Adjusted Eurodollar Rate, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Mru Holdings Inc)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Date and the Commitment End Facility Maturity Date, each the Lender will make Loans on any Business Day (but not more than once on any Business Day) at the request of the Borrower, subject to and in accordance with the terms and conditions of Section Sections 2.01 and this Section 2.02 and subject to the provisions of Article III hereof. After the Collection Date has occurred, the Lender and the Agent, in accordance with their respective interests, shall re-assign and transfer to the Borrower, for no consideration but at the sole expense of the Borrower, their respective remaining interests in the Pledged Assets, free and clear of any Adverse Claim resulting solely from an act by the Lender or the Agent, but without any other representation or warranty, express or implied, by or recourse against the Lender or the Agent.
(i) No later than fifteen (15) Business Days before the related The initial Borrowing Date for a Loan other than a Bridge Loan or the date on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each each Subsequent Borrowing shall be made upon on at least two Business Day's irrevocable written notice from the Borrower to the Agent (any such written notice, a “"Notice of Borrowing”"), provided that, unless otherwise agreed by Agent and Lenders, that such Notice of Borrowing is received by the Agent no later than 3:00 1:00 P.M. (New York City time) on the date that is two (2) Business Days prior to the related Borrowing Date and, except in the case Day of a Bridge Loan, Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(i) abovereceipt. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, which shall be in an amount equal to or greater than $500,000, (B) whether the date of such Borrowing is a Bridge LoanBorrowing, (C) the date of requested Fixed Period(s) for such Borrowing and the allocations of Loans to each such requested Fixed Period requested with respect to such Borrowing and (D) other than in the case of a Bridge Loan, the Eligible Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). The Agent shall notify the Borrower whether the duration of the Fixed Period(s) described in such Notice of Borrowing is acceptable or, if not acceptable, the Agent shall advise the Borrower of such Fixed Period(s) as may be acceptable. On the date of each such Borrowing, each the Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower on the applicable Borrowing Date, Date no later than 3:00 4:00 P.M. (New York City time) on such Borrowing Date, in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such Lender), by payment into the Operating Account. For the avoidance of doubt, Lenders, unless consented to in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivables.
(ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to Agent pursuant to this Section 2.02(c) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, of Eligible Receivables to be made in connection therewith.
(iii) Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary.”
(d) Section 2.05(b) is amended in its entirety to provide as follows:
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Samples: Receivables Loan and Security Agreement (Silverleaf Resorts Inc)
The Initial Borrowing and Subsequent Borrowings. (a) Until the occurrence of the earlier of the Early Amortization Commencement Date and the Commitment End Date, each Lender will make Loans at the request of Borrower, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof.
(ib) No later than fifteen (15) Business Days before the related Borrowing Date for a Loan other than a Bridge Loan or the date on which Borrower would like to Pledge such Receivable hereunder, Borrower shall deliver to Agent copies of the documents in the Receivables File related to a Receivable which Borrower would like to Pledge to Agent hereunder. No later than three (3) Business Days before the related Borrowing Date, Agent shall indicate whether such Receivable would constitute an Eligible Receivable as of such date; provided that Agent’s failure to deliver an indication by such date shall be deemed an indication that such Receivable is not an Eligible Receivable. It is expressly agreed and acknowledged that Agent and Lenders are providing the Loans on the basis of all representations and warranties made by Borrower and Servicer hereunder and under the other Transaction Documents and on the completeness and accuracy of the information contained in the applicable Receivables File, and any incompleteness or inaccuracies in the related Receivables File will only be acceptable to Agent and Lenders if disclosed in writing to Agent by Borrower in advance of the related date on which the Notice of Borrowing is due, and then only if Agent opts to accept such Receivable as part of the Borrowing Base notwithstanding such incompleteness and inaccuracies.
(ii) Notwithstanding the foregoing clause (i), the Borrower shall be permitted, subject to and in accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof, request a Borrowing pursuant to a Notice of Borrowing without a corresponding Pledge of Eligible Receivables (such a Loan, a “Bridge Loan”). Borrower shall not permit, at any time, the aggregate unpaid principal balance of the Bridge Loans to exceed the Bridge Loan Sublimit. Notwithstanding anything to the contrary in this Agreement, Borrower shall, no later than ninety (90) days after a Bridge Loan is made under this Agreement, either (A) repay such Bridge Loan in full (including, without limitation, any accrued and unpaid interest attributable to such Bridge Loan) or (B) Pledge additional Eligible Receivables under this Agreement in such amount as may be necessary so that the Borrowing Base is at least equal to or greater than the Facility Amount (in which case, such Bridge Loan shall no longer be deemed a Bridge Loan hereunder).
(i) Each Borrowing shall be made upon irrevocable written notice from Borrower to Agent (any such written notice, a “Notice of Borrowing”), provided that, unless otherwise agreed by Agent and Lenders, such Notice of Borrowing is received by Agent no later than 3:00 P.M. (New York City time) on the date that is two (2) Business Days prior to the related Borrowing Date and, except in the case of a Bridge Loan, and Agent has previously indicated that the related Receivable, if any, would constitute an Eligible Receivable as provided in clause (b)(ib) above. Each such Notice of Borrowing shall be accompanied by a Borrowing Base Certificate, other than in the case of a Bridge Loan, Certificate as of the Business Day immediately preceding the date of such Notice of Borrowing and such Notice of Borrowing shall specify in detail (A) the aggregate amount of such Borrowing and the calculations supporting such Borrowing, (B) whether such Borrowing is a Bridge Loan, (C) the date of such Borrowing and the Fixed Period requested with respect to such Borrowing and (DC) other than in the case of a Bridge Loan, the Eligible Receivables to be Pledged in connection with such Borrowing, if any Borrowing (and upon such Borrowing other than in the case of a Bridge LoanBorrowing, such Mortgage Loan Receivables shall be Pledged Receivables hereunder). On the date of each such Borrowing, each Lender shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to Borrower on the applicable Borrowing Date, no later than 3:00 P.M. (New York City time) on such Borrowing Date, in same day funds, such Lender’s Commitment Percentage of the amount of such Borrowing (net of amounts payable to or for the benefit of such Lender), by payment into the Operating Account. For the avoidance of doubt, Lenders, unless consented to in writing by Agent in its sole discretion and pursuant to terms and advance rates as agreed between Borrower and Agent, shall not make any Loans under this Agreement with respect to Pledged Receivables that are not Eligible Receivables.
(ii) Each Notice of Borrowing other than as respects a Bridge Loan delivered to Agent pursuant to this Section 2.02(c) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), if any, which was sent to Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge, if any, of Eligible Receivables to be made in connection therewith.
(iii) Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice purporting to have been sent to Agent by the proper party or parties. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary.”
(d) Section 2.05(bThe proceeds of the Loans will be used by Borrower solely (i) to purchase Eligible Receivables under an Assignment, (ii) to originate Eligible Receivables or (iii) for general corporate purposes not violating the provisions of this Agreement.
(e) Borrower shall pay interest to Agent, for the ratable benefit of Lenders on the Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at a rate per annum equal to: the greater of (i) the Interest Rate Floor and (ii) (A) so long as a Eurodollar Disruption Event has not occurred and is amended continuing, then the Adjusted Eurodollar Rate plus the Adjusted Eurodollar Rate Margin or (B) during the pendency of a Eurodollar Disruption Event, then the Base Rate plus two percent (2%) per annum
(f) All computations of Fees calculated on a per annum basis and Interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such Interest and Fees are payable. Each determination by Agent of an Interest Rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees.
(g) Notwithstanding anything to the contrary set forth in this Agreement, if a court of competent jurisdiction determines in a final order that the rate of interest payable under this Agreement exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate.
(h) Subject to payment of Breakage Fees and the other terms, conditions, provisions and limitations set forth herein, Borrower may borrow, repay or prepay and reborrow Loans, on and after the date of this Agreement and prior to the earlier to occur of the Commitment End Date and the Early Amortization Commencement Date.
(i) Determinations by Agent or any Lender of the existence of any Eurodollar Disruption Event (any such determination to be communicated to Borrower by written notice from Agent promptly after Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its entirety to provide as follows:making or maintaining Loans at the Adjusted Eurodollar Rate, shall be conclusive absent manifest error.
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