Common use of Procedure for Advances Clause in Contracts

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent); (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 3 contracts

Sources: Loan and Servicing Agreement (SLR Investment Corp.), Ninth Amendment to the Loan and Servicing Agreement (SLR Senior Investment Corp.), Loan and Servicing Agreement (Solar Senior Capital Ltd.)

Procedure for Advances. (a) On any Business Day during Subject to the Revolving Period (unless a Suspension Periodlimitations set forth in Section 2.01(b), the Borrower may request that an Advance from the Lenders make Advances, subject to by delivering at the specified times the information and documents set forth in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofthis Section 2.02. (b) Each No later than 2:00 p.m. at least one (1) Business Day and not more than five (5) Business Days prior to the proposed Advance shall be made upon delivery of an irrevocable request for an Advance from Date, the Borrower shall, or shall cause the Collateral Manager to, deliver: (i) to the Administrative Agent and each Lender Agent, (with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date written notice of such Advance, and proposed Advance Date (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include including a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:; (iii) to the aggregate Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and (iii) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian) a duly completed Notice of Borrowing which shall (A) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent); (ii) the proposed date of such Advance andor, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed any Delayed Draw Loan, the amount of the draw request made by the applicable Obligor), to be funded allocated to each Lender in connection accordance with its Pro Rata Share, (B) specify the addition of a Loan Asset to proposed Advance Date for such Advance, (C) specify the Collateral Portfolio (whether by sale or contributionLoan(s), if any, to be financed on such Advance Date (including the appropriate file number, a written certification description of the Servicer demonstrating that Obligor, original loan balance, Outstanding Balance, Assigned Value and Purchase Price for each Loan and identifying each Loan by type and proposed Applicable Percentage applicable to each such Advance results in Collateral Quality Improvement; and Loan), (vD) with respect to any Delayed Draw Loan, include the Unfunded Exposure Amount with respect to such Loan and the draw request made by the applicable Obligor and (E) include a representation that all conditions precedent for an Advance described in Article III hereof have been satisfiedmet. No later than 1:00 Each Notice of Borrowing shall be irrevocable. If any Notice of Borrowing is received by the Administrative Agent after 2:00 p.m. on the date Business Day prior to the Business Day for which such Advance is requested or on a day that is not a Business Day, such Notice of each AdvanceBorrowing shall be deemed to be received by the Administrative Agent at 9:00 a.m. on the next Business Day. (c) On the proposed Advance Date, subject to the limitations set forth in Section 2.01(b) and upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, shall make available to the Borrower, Administrative Agent in same day funds, an amount equal to at such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has bank or other location reasonably designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available time to the Borrower, in same day fundstime, an amount equal to such Lender’s Pro Rata Share of the least of (A) the amount requested by the Borrower for such Advance, (B) the aggregate unused Commitments then in effect and (C) an amount equal to the amount by payment into the account which the Borrowing Base exceeds Advances Outstanding on such Advance Date (after giving effect to the use of such Advance for the purchase of Eligible Loans) and (ii) the Administrative Agent shall make the aggregate amount received from the Lenders available to the Borrower has at such bank or other location reasonably designated by Borrower in writing. (c) The Advances shall bear interest at the Yield RateNotice of Borrowing given pursuant to this Section 2.02. (d) On each Advance Date, the obligation of each Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender and the failure of any Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder. (e) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may (i) borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; providedReinvestment Period and (ii) repay or prepay Advances without any penalty, that on and after the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated Closing Date and prior to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errorFacility Maturity Date. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 3 contracts

Sources: Loan and Servicing Agreement (FS Investment Corp II), Loan and Servicing Agreement (FS Energy & Power Fund), Loan and Servicing Agreement (FS Investment Corp II)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three noon at least two (2) Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Days before the Business Day immediately prior on which the Advance is to (or by 10:00 am be made; provided that, if such Notice of Borrowing is delivered later than noon on such Business Day, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance; provided, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)1,000,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable; and (v) whether such Advance (or a portion thereof) should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (iix) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment for deposit into the account which the Borrower has designated in writingwriting or (y) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may (i) borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; providedPeriod and (ii) repay or prepay Advances without any penalty, that fee or premium on and after the repayment of any Foreign Currency Advance shall be made solely in Closing Date and prior to the related Foreign CurrencyFacility Maturity Date. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default.

Appears in 3 contracts

Sources: Loan and Servicing Agreement (Franklin BSP Capital Corp), Loan and Servicing Agreement (Franklin BSP Capital Corp), Loan and Servicing Agreement (Franklin BSP Capital Corp)

Procedure for Advances. (a) On During the Reinvestment Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an on a same-day basis on irrevocable request for an Advance written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Borrower Administrative Agent and each Lender Agent on a Business Day if delivered no later than 2:00 p.m. on the proposed date of such Advance and, if not delivered by such time, shall not request same day funding more than once in any Monthbe deemed to have been received on the following Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, except with respect to an Advance pursuant to Section 2.02(f) or, in the case of an Advance to be applied to fund any Delayed Draw Loan Asset, the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Borrower or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by Administrative Agent or the applicable Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and either (iii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender may remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth hereinherein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Reinvestment Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent ▇▇▇▇▇ Fargo, as Lender, of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02); provided that such Advance shall not exceed the Maximum Facility Amount. (g) The obligation of each Liquidity Bank Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 3 contracts

Sources: Loan and Servicing Agreement (Solar Capital Ltd.), Consent and Omnibus Amendment (Solar Senior Capital Ltd.), Consent and Omnibus Amendment (Solar Capital Ltd.)

Procedure for Advances. (a) On During the Reinvestment Period, the Note Purchaser will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an on at least one Business Day’s irrevocable request for an Advance written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent Trustee and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall not request same day funding more than once in any Monthpost all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and (iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. No later than 1:00 p.m. on On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, Borrower on the applicable Advance Date in same day funds, an the amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing; provided that, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Groupwith respect to an Advance funded pursuant to Section 2.02(f), in accordance with instructions received by the Lender Agent for such Lenders from Note Purchaser shall remit the Borrower, make available Advance equal to the Borrower, Exposure Amount Shortfall in same day funds, an amount equal funds to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingUnfunded Exposure Account. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth hereinherein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may borrow, repay or prepay (i) borrow and reborrow Advances without any penalty, fee or premium on and after the Closing Restatement Date and prior to the end of the Revolving Period; providedReinvestment Period and (ii) repay or prepay Advances without any penalty, that on and after the repayment of any Foreign Currency Advance shall be made solely in Restatement Date and prior to the related Foreign CurrencyFacility Maturity Date. (e) A determination Determinations by the Administrative Agent or any Lender Agent Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share an Event of any Advance shall be several from that Default or the existence of each other Liquidity Bank and Institutional Lender and an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the failure last day of any Liquidity Bank or Institutional Lender to so make such the Reinvestment Period, the amount available to on deposit in the Unfunded Exposure Account is less than the aggregate of all Exposure Amounts, the Borrower shall not relieve request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any other Liquidity Bank or Institutional Lender of its obligation hereunderthe conditions precedent set forth in Section 3.02).

Appears in 3 contracts

Sources: Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)

Procedure for Advances. (a) On During the Reinvestment Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two (2) Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (viii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth hereinherein (including, without limitation, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Reinvestment Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent ▇▇▇▇▇ Fargo of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 2 contracts

Sources: Loan and Servicing Agreement (Solar Capital Ltd.), Loan and Servicing Agreement (Solar Capital Ltd.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent Agent, the Collateral Administrator and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 3:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition Pledge of a Loan Asset to the Collateral Portfolio (whether by sale or contribution)Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and (viv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks Banks, as applicable, and the Institutional Lender Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage ratable share of such Advance, by payment into the account which the Borrower has designated in writing. With respect to any Advance, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional no Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available be responsible to the Borrower, in same day funds, fund an amount equal to greater than such Lender’s Pro Rata Share ratable share of such Advance, by payment into the account which the Borrower has designated in writingincluding if any other Lender becomes a Defaulting Lender. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 2 contracts

Sources: Loan and Servicing Agreement (TCG Bdc, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Lenders, the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three 11:00 a.m. at least one (1) Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Day before the Business Day immediately prior on which the Advance is to (or by 10:00 am be made; provided that, if such Notice of Borrowing is delivered later than 11:00 a.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Principal Collection Account or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, (x) an amount equal to such Lender’s Commitment Percentage 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the Principal Collection Account (or, prior to the occurrence of an Event of Default, otherwise the account which the Borrower has designated in writing, and ) or (iiy) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s ▇▇▇▇▇▇'s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the "Unfunded Exposure Amount Shortfall"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower's failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default.

Appears in 2 contracts

Sources: Loan and Servicing Agreement (AG Twin Brook Capital Income Fund), Loan and Servicing Agreement (AGTB Private BDC)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent Agent, the Collateral Administrator and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition Pledge of a Loan Asset to the Collateral Portfolio (whether by sale or contribution)Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and (viv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks Banks, as applicable, and the Institutional Lender Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share ratable share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 2 contracts

Sources: Loan and Servicing Agreement, Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Funding Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, no later than noon on (i) with respect to a the proposed Foreign Currency Loan AdvanceAdvance Date for Dollar Advances, no later than 2:00 p.m. three (ii) the Funding Business Days’ Day prior to the proposed date Advance Date for CAD Advances, Euro Advances and GBP Advances (or such shorter period as agreed to from time to time by the Administrative Agent and each of such Advance, the Lenders) and (iiiii) with respect the Funding Business Day two (2) Funding Business Days prior to all other the proposed Advance Date for AUD Advances; provided that, no if such Notice of Borrowing is delivered later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day)noon, in the form case of a an Advance made in Dollars, such Notice of Borrowing; provided that Borrowing shall be deemed to have been received on the Borrower shall not request same day funding more than once in any Monthfollowing Funding Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000 (or its Dollar Equivalent)in such Eligible Currency; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; provided that, in connection with any Notice of Borrowing in respect of the acquisition by the Borrower of a loan asset constituting a newly originated loan, where the related Advance is to be remitted to the Principal Collection Subaccount, the conditions set forth in Section 3.02(a)(ii) shall not apply, excepting that, notwithstanding the foregoing, the requirements set forth in the proviso of Section 3.02(a)(ii) shall apply; (iv) the amount of cash that will be funded by the Originator into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset funded by such Advance, if applicable; (v) whether such Advance should be remitted to the Principal Collection Subaccount, the Unfunded Exposure Account, or (subject to completion of customary “know your customer” and anti-money laundering and sanctions diligence), the account of the Originator or a Securitization Subsidiary; and (vi) the proposed Eligible Currency of such Advance. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day fundsby (A) if the related Notice of Borrowing was delivered at least one Funding Business Day prior to such date, 2:00 p.m., New York City time, and (B) if the related Notice of Borrowing was delivered on such date, no later than the close of business on such date, (x) an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default.

Appears in 2 contracts

Sources: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.), Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (viv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 2 contracts

Sources: Loan and Servicing Agreement (Solar Senior Capital Ltd.), Loan and Servicing Agreement (Solar Senior Capital Ltd.)

Procedure for Advances. (a) On During the Reinvestment Period, the Lender will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and this 2.02 and subject to the provisions of Article III hereof. (b) Each For each Advance that is a LIBOR Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 1:00 p.m. at least three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Days before the Business Day immediately prior on which the LIBOR Advance is to (or by 10:00 am be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day). For each Base Rate Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of BorrowingBorrowing to the Administrative Agent no later than 1:00 p.m. at least one Business Day before the Business Day on which the Base Rate Advance is to be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall not request same day funding more than once in any Monthpost all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Administrative Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent); (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior : to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification end of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, Reinvestment Period and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date end of the Reinvestment Period and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign CurrencyFacility Maturity Date. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 2 contracts

Sources: Omnibus Amendment, Omnibus Amendment (Ares Capital Corp)

Procedure for Advances. (a) On During the Reinvestment Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an on irrevocable request for an Advance written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Borrower Administrative Agent and each Lender Agent on a Business Day if delivered no later than 2:00 p.m. on the proposed date of such Advance and, if not delivered by such time, shall not request same day funding more than once in any Monthbe deemed to have been received on the following Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and the current Loan Tape, and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance which shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance)Day; (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Borrower or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and either (iii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account. (c) The Advances shall bear interest at the Yield Rate. All Advances and all interest thereon shall be due and payable in full on the Facility Maturity Date. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth hereinherein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Reinvestment Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent any Institutional Lender or any Lender Agent Liquidity Bank of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default (other than the occurrence of a Bankruptcy Event with respect to the Borrower) or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower. (g) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 2 contracts

Sources: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.), Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and Lenders, the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan AdvanceAgent, no later than 2:00 p.m. three 11:00 a.m. (New York City time) at least one (1) Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Day before the Business Day immediately prior on which the Advance is to be made; provided that, if such Notice of Borrowing is delivered later than 11:00 a.m. (or by 10:00 am New York City time) on such Business Day, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)1,000,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (viii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfiedsatisfied (or waived by the Administrative Agent). No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, either make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the Principal Collection Account (or, prior to the occurrence of an Event of Default, otherwise the account which the Borrower has designated in writing). For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 2 contracts

Sources: Loan and Security Agreement (Stepstone Private Credit Fund LLC), Loan and Security Agreement (Stepstone Private Credit Fund LLC)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent Agent, the Collateral Administrator and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to the proposed date of such Advance (or by which shall be a Business Day) or, with respect to an Advance related to a Qualifying Revolving Loan, and no more than 5 times per calendar month, no later than 10:00 am a.m. on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition Pledge of a Loan Asset to the Collateral Portfolio (whether by sale or contribution)Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and (viv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance that was requested at least one Business Day prior, and no later than 2:00 p.m. on the date of each Advance that was requested on the same Business Day as such Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks Banks, as applicable, and the Institutional Lender Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share ratable share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (NF Investment Corp.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Calculation Agent and the Collateral Custodianfor, Advances in U.S. Dollars, (i) with respect to a proposed Foreign Currency Loan AdvanceLIBORBenchmark Loans and Base Rate Loans, no later than 2:00 2:001:00 p.m. three two (2) Business Days’ Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance) and (ii) with respect to all other proposed AdvancesBase Rate Loans, no later than 2:00 p.m. on the one Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Dayor such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance), in the form of a Notice of Borrowing; provided that at no time shall Advances Outstanding made upon notice set forth in this clause (ii) exceed 15% of the Borrower shall not request same day funding more than once in any MonthMaximum Facility Amount. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)and the Advance will be funded in U.S. Dollars; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) with respect to any Advance other than the proposed Currency Initial Advance, the purpose for which the proceeds of such AdvanceAdvance are to be used, as permitted by this Agreement; (iv) during if the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded used to fund a Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies; (v) if the proceeds of such Advance are to be used in connection with the addition Transfer of a Portfolio Asset (A) a description of such Portfolio Asset and, (B) whether such Portfolio Asset is a Delayed Draw Portfolio Asset, and whether it is a Senior Loan, a Junior Loan or an Asset‐Based Loan, (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut‐Off Date therefor, (C) thatwhether such Portfolio Asset is an Eligible Portfolio Asset, and if such Portfolio Asset is an Eligible Portfolio Asset, whether it is a Senior Loan, a Senior Note, a Junior Loan or an Asset Based Loan and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C; (vi) detailed instructions as to where the Collateral Portfolio (whether by sale or contribution), a written certification proceeds of the Servicer demonstrating that such Advance results in Collateral Quality Improvementare to be deposited or transferred; (vii) whether such Advance will be a Base Rate Loan or a LIBORBenchmark Loan; and (vviii) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. . (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance, and each Lender shall make the Advance on the date terms and conditions set forth herein. On the Advance Date of each such Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender▇▇▇▇▇▇’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder. (d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of during the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination Each conversion of Advances from LIBORthe Benchmark to the Base Rate or from the Base Rate to LIBORthe Benchmark shall be made upon the Borrower’s irrevocable written notice to the Administrative Agent and Calculation Agent. Each such notice must be received by the Administrative Agent or any Lender and Calculation Agent of not later than (i) 1:00 p.m. three (3) Business Days prior to the existence requested date of any Eurodollar Disruption Event conversion to LIBOR Loans or (any such determination to be communicated ii) 1:00 p.m. one Business Day prior to the Borrower by written notice from requested date of any conversion of LIBOR Loans to Base Rate Loans, whereupon the Administrative Agent or shall give prompt notice to the Lenders of such Lender Agent promptly after request and shall be deemed to be approved by the Lenders. Each notice by the Borrower pursuant to this Section 2.02(e) must be made by delivery to the Administrative Agent or such Lender and Calculation Agent learns of such event)a written Committed Loan Notice of Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower. Each BorrowingAdvance of, or conversion to, LIBORBenchmark Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof, or if less, the remainder of the effect Advance. Each BorrowingAdvance of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, conversion to Base Rate Loans shall be conclusive absent manifest errorin a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or if less, the remainder of the Advance. Each notice of conversion shall specify (i) whether the Borrower is requesting a conversion, (ii) the requested date of the conversion (which shall be a Business Day) and (iii) the principal amount of Advances to be converted. Following receipt of a such notice, the Calculation Agent shall determine the amount of Advances for each Lender and provide notice of same to the Administrative Agent who shall promptly notifyprovide such notice to each Lender of the amount of its Advances. (f) Except as otherwise provided herein, a LIBORBenchmark Loan may be converted only on the last day of a LIBORan Interest Period for such LIBORBenchmark Loan. (g) The obligation Calculation Agent shall promptly notify the Borrower, the Administrative Agent and the Lenders of each Liquidity Bank the interest rate applicable to any LIBORInterest Period for LIBORBenchmark Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Calculation Agent shall notify the Borrower and Institutional Lender to remit its Pro Rata Share the Lenders of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available change to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender Prime Rate used in determining the Base Rate promptly following the public announcement of its obligation hereundersuch change.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent, the Calculation Agent and each Lender AgentInitial Lender, with a copy to each Lender, other than the Collateral Agent Initial Lender and the Collateral Custodianits Affiliates, (i) with respect to a proposed Foreign Currency Loan Advancefor, Advances in U.S. Dollars, no later than 2:00 1:00 p.m. three two (2) Business Days’ Days prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to Advance (or such shorter period of time agreed to by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business DayLenders in their sole discretion in connection with any Advance), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)and the Advance will be funded in U.S. Dollars; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) with respect to any Advance other than the proposed Currency Initial Advance, the purpose for which the proceeds of such AdvanceAdvance are to be used, as permitted by this Agreement; (iv) during if the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded used to fund a Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies; (v) if the proceeds of such Advance are to be used in connection with the addition Transfer of a Portfolio Asset (A) a description of such Portfolio Asset, (B) whether such Portfolio Asset is a Delayed Draw Portfolio Asset, and if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut-Off Date therefor, (C) whether such Portfolio Asset is an Eligible Portfolio Asset, and if such Portfolio Asset is an Eligible Portfolio Asset, whether it is a Senior Loan, a Junior Loan, an Asset Based Loan, a Recurring Revenue Loan, or a Senior Note and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C; (vi) detailed instructions as to where the Collateral Portfolio (whether by sale or contribution), a written certification proceeds of the Servicer demonstrating that such Advance results in Collateral Quality Improvementare to be deposited or transferred; (vii) whether such Advance will be a Base Rate Loan or a Benchmark Loan; and (vviii) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Fourth Amendment and Joinder to Loan and Servicing Agreement (Carlyle Secured Lending, Inc.)

Procedure for Advances. (a) On any Business Day during Subject to the Revolving Period (unless a Suspension Period)limitations set forth in Section 2.01, the Borrower may request that an Advance from the Lenders, in an aggregate amount up to the Availability as of such date, by delivering at the specified times the information and documents set forth in this Section 2.02. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto. (a) During the Revolving Period, the Lenders will make AdvancesAdvances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each TheFor each Advance, the Borrower (or the Servicer on its behalf) shall deliver a Servicer Advance shall be made upon delivery of Date Report an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Administrator, the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than (x) 2:00 p.m. three at least one (1) Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Day before the Business Day immediately prior on which the Dollar Advances are to be made, (or by 10:00 am y) 11:00 a.m. at least two (2) Business Days preceding the Business Day on which the Advance in an Eligible Currency other than Dollars and AUDs is to be made and (z) 2:00 p.m. at least three (3) Business Days preceding the Business Day on which the AUD Advances are to be made; provided that, if such Servicer Advance Date ReportNotice of Borrowing is delivered later than the timesapplicable time set forth above, such Servicer Advance Date ReportNotice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)1,000,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof shall have been satisfied. No satisfied as of such date or no later than 1:00 p.m. on the proposed date of such Advance; (iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. (c) On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, at such bank or other location reasonably designated by the Administrative Agent from time to time, an amount at least equal to the Dollar Equivalent of $500,000 (as determined by the Servicer using the Spot Rate), to be allocated to the Lender’s Pro Rata Share of the least of (A) the amount requested by the Borrower for such Advance, (B) the aggregate unused Commitments then in effect and (C(x) an amount equal to the amount by which the Borrowing Base exceeds the Advances Outstanding on such Lender’s Commitment Percentage Advance Date (after giving effect to the use of such Advance, by payment into Advance for the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members purchase of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Eligible Loan Assets)such Lender’s 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.22. (cd) The Advances Each Advance shall bear interest at the applicable Yield Rate. (de) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (g) If, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.01, notwithstanding anything to the contrary herein (including, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.

Appears in 1 contract

Sources: Loan and Servicing Agreement (FS KKR Capital Corp)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from For each Advance, the Borrower shall deliver a written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 12:00 p.m. (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three at least one (1) Business Days’ prior to Day before the proposed date of such AdvanceAdvance Date for Dollar Advances, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on at least two (2) Business Days before the Business Day immediately prior on which the Advance is to be made for CAD Advances, Euro Advances, GBP Advances, DKK Advances, NOK Advances and ▇▇▇▇▇▇ Advances or (or by 10:00 am on iii) at least three (3) Business Days before the same Business Day of) on which the proposed date Advance is to be made for AUD Advances and NZD Advances; provided that, if such Notice of Borrowing is delivered later than 12:00 p.m. on such Advance (which shall be a Business Day), in the form case of a Dollar Advances, such Notice of Borrowing; provided that Borrowing shall be deemed to have been received on the Borrower shall not request same day funding more than once in any Monthfollowing Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000 (or its Dollar Equivalent)1,000,000 in such Eligible Currency; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash, if any, that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable; (v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account; and (vi) the proposed Eligible Currency of such Advance. No Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 1:00 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out of pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, an amount equal no later than 2:00 p.m. on such date (and amounts received after 2:00 p.m. will be deemed to such Lender’s Commitment Percentage of such Advance, by payment into have been received the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Groupfollowing Business Day), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, (x) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default; provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate) and, as applicable for such Eligible Currency, the Borrowing Base (AUD), the Borrowing Base (CAD), the Borrowing Base (DKK), the Borrowing Base (EUR), the Borrowing Base (GBP), the Borrowing Base (NOK), the Borrowing Base (NZDEUR) or the Borrowing Base (SEKGBP ), each as then in effect.

Appears in 1 contract

Sources: Loan and Servicing Agreement (HPS Corporate Lending Fund)

Procedure for Advances. (a) On During the Reinvestment Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery on at least one Business Day’s irrevocable written notice (other than in the case of an irrevocable request for an Advance a Same-Day Advance) from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 5:00 p.m. on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. For each Same-Day Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian no later than 2:00 p.m. on the proposed date of such Same-Day Advance; provided that, the amount of any such Same-Day Advance shall not request same day funding more than once in any Monthexceed $20,000,000. The Borrower or the Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Administrative Agent and each Lender Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Borrower or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and either (iii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth hereinherein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Reinvestment Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent Wachovia of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02). For the avoidance of doubt, the Borrower shall not be required to fund the Unfunded Exposure Account unless and until the occurrence of an Event of Default or the last day of the Reinvestment Period. (g) The obligation of each Liquidity Bank Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Fifth Street Finance Corp)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent Agent, the Collateral Administrator and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 3:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition Pledge of a Loan Asset to the Collateral Portfolio (whether by sale or contribution)Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and (viv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks Banks, as applicable, and the Institutional Lender Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share ratable share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from For each Advance, the Borrower shall deliver a written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Administrator, the Collateral Agent and the Collateral Custodian, no later than 10:00 a.m. (i) with respect to in the case of a proposed Foreign Currency Loan Dollar Advance, no later than 2:00 p.m. three at least one (1) U.S. Government Securities Business Days’ prior Day before the U.S. Government Securities Business Day on which the Advance is to the proposed date of such Advancebe made, and or (ii) with respect to all other proposed Advancesin the case of an Alternative Currency Advance, no later than 2:00 p.m. on two (2) Business Days before the Business Day immediately prior on which such Alternative Currency Advance is to (be made; provided that, if such Notice of Borrowing is delivered later than 10:00 a.m. on such U.S. Government Securities Business Day or by 10:00 am Business Day, as applicable, such Notice of Borrowing shall be deemed to have been received on the same following U.S. Government Securities Business Day of) the proposed date of such Advance (which shall be a or Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Monthas applicable. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 1,000,000 (or such smaller amount as the Administrative Agent may consent to in its Dollar Equivalentsole discretion); (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such AdvanceEligible Currency; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof shall have been satisfied. No satisfied as of such date or not later than 1:00 the proposed date of such Advance; (v) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable; and (vi) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out-of-pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (iix) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Diameter Credit Co)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Funding Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, no later than noon on (i) with respect to a the proposed Foreign Currency Loan AdvanceAdvance Date for Dollar Advances, no later than 2:00 p.m. three (ii) the Funding Business Days’ Day prior to the proposed date Advance Date for CAD Advances, Euro Advances and GBP Advances (or such shorter period as agreed to from time to time by the Administrative Agent and each of such Advance, the Lenders) and (iiiii) with respect the Funding Business Day two (2) Funding Business Days prior to all other the proposed Advance Date for AUD Advances; provided that, no if such Notice of Borrowing is delivered later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day)noon, in the form case of a an Advance made in Dollars, such Notice of Borrowing; provided that Borrowing shall be deemed to have been received on the Borrower shall not request same day funding more than once in any Monthfollowing Funding Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000 (or its Dollar Equivalent)in such Eligible Currency; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; provided that, in connection with any Notice of Borrowing in respect of the acquisition by the Borrower of a loan asset constituting a newly originated loan, where the related Advance is to be remitted to the Principal Collection Subaccount, the conditions set forth in Section 3.02(a)(ii) shall not apply, excepting that, notwithstanding the foregoing, the requirements set forth in the proviso of Section 3.02(a)(ii) shall apply; (iv) the amount of cash that will be funded by the Originator into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset funded by such Advance, if applicable; (v) whether such Advance should be remitted to the Principal Collection Subaccount, the Unfunded Exposure Account, or (subject to completion of customary “know your customer” and anti-money laundering and sanctions diligence), the account of the Originator or a Securitization Subsidiary; and (vi) the proposed Eligible Currency of such Advance. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, an amount equal by (A) if the related Notice of Borrowing was delivered at least one Funding Business Day prior to such Lender’s Commitment Percentage of such Advancedate, by payment into the account which the Borrower has designated in writing2:00 p.m., New York City time, and (iiB) during the Delayed Funding Period, each Conduit Lender may, or if the related Liquidity Banks and Institutional Lender shall Notice of Borrowing was delivered on such date, no later than the close of business on such date, (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, x) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default.

Appears in 1 contract

Sources: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Calculation Agent and the Collateral Custodianfor, Advances in U.S. Dollars, (i) with respect -27- to a proposed Foreign Currency Loan AdvanceLIBOR Loans, no later than 2:00 p.m. three two (2) Business Days’ Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance) and (ii) with respect to all other proposed AdvancesBase Rate Loans, no later than 2:00 p.m. on the one Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Dayor such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance), in the form of a Notice of Borrowing; provided that at no time shall Advances Outstanding made upon notice set forth in this clause (ii) exceed 15% of the Borrower shall not request same day funding more than once in any MonthMaximum Facility Amount. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)and the Advance will be funded in U.S. Dollars; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) with respect to any Advance other than the proposed Currency Initial Advance, the purpose for which the proceeds of such AdvanceAdvance are to be used, as permitted by this Agreement; (iv) during if the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded used to fund a Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies; (v) if the proceeds of such Advance are to be used in connection with the addition Transfer of a Portfolio Asset (A) a description of such Portfolio Asset and whether such Portfolio Asset is a Delayed Draw Portfolio Asset and whether it is a Senior Loan, a Junior Loan or an Asset-Based Loan, (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut-Off Date therefor, (C) that such Portfolio Asset is an Eligible Portfolio Asset and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C; (vi) detailed instructions as to where the Collateral Portfolio (whether by sale or contribution), a written certification proceeds of the Servicer demonstrating that such Advance results in Collateral Quality Improvementare to be deposited or transferred; (vii) whether such Advance will be a Base Rate Loan or a LIBOR Loan; and (vviii) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from For each Advance, the Borrower shall deliver written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 10:00 a.m. (i) with respect at least two (2) Business Days before the Business Day on which the Advance is to a proposed Foreign Currency Loan Advancebe made for Dollar Advances, no (ii) at least two (2) Business Days before the Business Day on which the Advance is to be made for CAD Advances, or (iii) at least three (3) Business Days before the Business Day on which the Advance is to be made for Advances other than Dollar Advances and CAD Advances; provided that, if such Notice of Borrowing is delivered later than 2:00 p.m. three the applicable time set forth above, such Notice of Borrowing shall be deemed to have been received on the following Business Days’ Day; provided, further, that if any condition precedent set forth in Article III hereof is not satisfied prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall is to be a Business Day)made, in the form of a Borrower may revoke such Notice of Borrowing; provided that Borrowing upon written notice to the Borrower shall not request same day funding more than once in any MonthAdministrative Agent and each Lender. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000 (or its Dollar Equivalent)in such Eligible Currency; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be funded by the Transferor or the Borrower into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable; (v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account; and (vi) the proposed Eligible Currency of such Advance. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (iix) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such ▇▇▇▇▇▇’s Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default; provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate) and, as applicable for such Eligible Currency, the Borrowing Base (AUD), the Borrowing Base (CAD), the Borrowing Base (EUR) or the Borrowing Base (GBP), each as then in effect.

Appears in 1 contract

Sources: Loan and Servicing Agreement (First Eagle Private Credit Fund)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent Agent, the Collateral Administrator and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 3:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition Pledge of a Loan Asset to the Collateral Portfolio (whether by sale or contribution)Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and (viv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks Banks, as applicable, and the Institutional Lender Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage ratable share of such Advance, by payment into the account which the Borrower has designated in writing. With DMSLIBRARY01\30388519.v8 respect to any Advance, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional no Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available be responsible to the Borrower, in same day funds, fund an amount equal to greater than such Lender’s Pro Rata Share ratable share of such Advance, by payment into the account which the Borrower has designated in writingincluding if any other Lender becomes a Defaulting Lender. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (TCG Bdc, Inc.)

Procedure for Advances. (a) On During the Reinvestment Period, the Lenders will make Advances denominated in Dollars on any Business Day during at the Revolving Period request of the Borrower, subject to the terms and conditions of Section 2.01, this Section 2.02, Section 2.25 and Article III. (unless a Suspension Period)b) Subject to Section 2.25, the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions Advances hereunder by delivering an irrevocable Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof. Facility Agent (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower who will provide such notice to the Administrative Agent and each Lender AgentLender), with a copy to the Collateral Agent and the Collateral Custodian, Custodian no later than (i) with respect to a proposed Foreign Currency Loan in the case of an Advance, no later other than a Swingline Advance, 2:00 p.m. three on the date that is one Business Days’ Day prior to the proposed date of such Advance, and Advance Date or (ii) with respect to all other proposed Advancesin the case of a Swingline Advance, no later than 2:00 p.m. 12:00 noon on the Business Day immediately prior day of the requested Swingline Advance; provided that, if not delivered by such time, such Notice of Borrowing shall be deemed to (or by 10:00 am have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), the current Loan Tape and shall be accompanied by an Approval Notice setting forth the information required therein with respect to any Loans to be acquired by the Borrower on the Advance Date (if applicable) and, in each case, shall specify: (i) the aggregate amount of such Advance, which amount Advance shall not cause the Advances Outstanding to exceed the a Borrowing BaseBase Deficiency; provided that that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)250,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for to the making of an Advance described in Article III hereof this Agreement have been satisfiedsatisfied or will be satisfied on or prior to the applicable Advance Date; (iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with any Revolving Loan or Delayed Draw Loan funded by such Advance, if applicable; and (v) whether such Advance (or any portion thereof) should be remitted to the Borrower or the Unfunded Exposure Account. No later than 1:00 p.m. on the date of On each AdvanceAdvance Date, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Periodherein, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerFacility Agent, make available to the BorrowerFacility Agent, in same day funds, an amount equal to such LenderL▇▇▇▇▇’s Commitment Percentage Pro Rata Share of such AdvanceAdvance (other than Swingline Advances), by payment into the account which the Borrower Facility Agent has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), writing in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available and subject to the Borrower, in same day funds, an amount equal terms hereof and the Facility Agent shall either (i) transfer such funds to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting in accordance with and subject to the terms hereof and/or (ii) remit all or a portion of such funds into the Unfunded Exposure Account, as applicable; provided that, with respect to any Notice of Borrowing requesting an Advance pursuant to Section 2.02(f), the procedures set forth therein shall apply. In the case of a Swingline Advance, upon satisfaction of the applicable conditions set forth herein, the Swingline Lender shall either (i) transfer such funds to the account which the Borrower has designated in writing in accordance with and subject to the terms hereof and/or (ii) remit all or a portion of such funds into the Unfunded Exposure Account, as applicable, in an amount equal to the least of (i) the amount requested by the Borrower for such Swingline Advance, (ii) the positive difference between (A) the Swingline Commitment then in effect and (B) the aggregate principal balance of Swingline Advances outstanding as of such date, and (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Swingline Advance, could be advanced to the Borrower hereunder without causing a Borrowing Base Deficiency. (c) The Advances shall bear interest at the Yield Rate. (d) Subject in each case to Section 2.09 and Section 2.18 and the other applicable terms, conditions, provisions and provisions, limitations and/or obligations set forth hereinherein (including, without limitation, with respect to the payment of any Unused Fee or Optional Prepayment Penalty, as applicable), the Borrower may on any date on or after the Closing Date (i) borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after until the Closing Reinvestment Period End Date and prior to (ii) repay or prepay Advances without penalty, fee or premium until the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign CurrencyCollection Date. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Facility Agent for transfer to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything herein to the contrary (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent to the making of any Advance as set forth in Section 3.02), upon the earlier of (i) the declaration or automatic occurrence of the Termination Date (other than in connection with a Bankruptcy Event with respect to the Borrower) or (ii) the Reinvestment Period End Date, the Borrower shall submit a Notice of Borrowing requesting an Advance in the amount of the Unfunded Equity Shortfall Amount. In accordance with the Notice of Borrowing submitted pursuant to this Section 2.02(f), each Lender shall fund its Pro Rata Share of such amount by transferring such amount to the Facility Agent (and the Facility Agent shall deposit all amounts received into the Unfunded Exposure Account); provided that, no Lender shall be obligated to make any Advance that would cause the portion of the Advances Outstanding then funded by it to exceed its Commitment then in effect.

Appears in 1 contract

Sources: Loan and Security Agreement (North Haven Private Income Fund LLC)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent Agent, the Collateral Administrator and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 3:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent);500,000; 60 DMSLIBRARY01\32370595.v1 (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition Pledge of a Loan Asset to the Collateral Portfolio (whether by sale or contribution)Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and (viv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks Banks, as applicable, and the Institutional Lender Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage ratable share of such Advance, by payment into the account which the Borrower has designated in writing. With respect to any Advance, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional no Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available be responsible to the Borrower, in same day funds, fund an amount equal to greater than such Lender’s Pro Rata Share ratable share of such Advance, by payment into the account which the Borrower has designated in writingincluding if any other Lender becomes a Defaulting Lender. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (TCG Bdc, Inc.)

Procedure for Advances. (a) On any Business Day during Subject to the Revolving Period (unless a Suspension Periodlimitations set forth in Section 2.01(b), the Borrower may request that an Advance from the Lenders make Advances, subject to by delivering at the specified times the information and documents set forth in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofthis Section 2.02. (b) Each No later than 3:00 p.m. at least one (1) Business Day and not more than five (5) Business Days prior to the proposed Advance shall be made upon delivery of an irrevocable request for an Advance from Date, the Borrower shall, or shall cause the Collateral Manager to, deliver: (i) to the Administrative Agent and each Lender Agent, (with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date written notice of such Advance, and proposed Advance Date (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include including a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:; (iii) to the aggregate Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and (iii) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian) a duly completed Notice of Borrowing which shall (A) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or, with respect to any Delayed Draw Loan or Revolving Loan, the amount of the draw request made by the applicable Obligor), to be allocated to each Lender in accordance with its Dollar Equivalent); Pro Rata Share, (iiB) specify the proposed date of Advance Date for such Advance, (C) specify the Loan(s), if any, to be financed on such Advance andDate (including the appropriate file number, if a description of the Obligor, original loan balance, Outstanding Balance, Assigned Value and Purchase Price for each Loan and identifying each Loan by type and proposed Advance Rate applicable to each such Loan), (D) with respect to any Delayed Draw Loan or Revolving Loan, include the Unfunded Exposure Amount with respect to such Loan and the draw request made by the applicable Obligor, (E) specify the Interest Period for such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance which shall be a Daily LIBOR Advance for two Business Days following which period contemplated by the Advance shall convert to a Fixed LIBOR Advancedefinition of “Interest Period” and permitted under Section 2.02(h); ) and (iiiF) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) include a representation that all conditions precedent for an Advance described in Article III hereof have been satisfiedmet. No later than 1:00 Each Notice of Borrowing shall be irrevocable; provided that upon receipt of notice of a Eurodollar Disruption Event, the Borrower may revoke any pending request for an Advance of, or continuation of an Advance at LIBOR. (iv) If any Notice of Borrowing is received by the Administrative Agent after 3:00 p.m. on the date Business Day prior to the Business Day for which such Advance is requested or on a day that is not a Business Day, such Notice of Borrowing shall be deemed to be received by the Administrative Agent at 9:00 a.m. on the next Business Day. (v) Promptly following receipt of a Notice of Borrowing in accordance with this Section 2.02, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Advance to be made in connection therewith and the Interest Period therefor. (c) If no Interest Period is specified in a Notice of Borrowing, the requested Advance shall have an Interest Period of one month’s duration. The Borrower may from time to time irrevocably elect, on not less than one Business Day’s notice, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 of any Advance, be continued as Advance for a new Interest Period before the last day of the then current Interest Period with respect thereto. Such Advance shall, on such last day, automatically convert to an Advance for such newly elected Interest Period; provided, that each such continuation shall be prorated among the applicable outstanding Advances of all Lenders that have made such Advances. (d) On the proposed Advance Date, subject to the limitations set forth in Section 2.01(b) and upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, shall make available to the Borrower, Administrative Agent in same day funds, an amount equal to at such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has bank or other location reasonably designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available time to the Borrower, in same day fundstime, an amount equal to such Lender’s Pro Rata Share of the least of (A) the amount requested by the Borrower for such Advance, by payment into (B) the account aggregate unused Commitments then in effect and (C) an amount after giving effect to which no Borrowing Base Deficiency would exist (after giving effect to the use of such Advance for the purchase of Eligible Loans) and (ii) the Administrative Agent shall make the aggregate amount received from the Lenders available to the Borrower has at such bank or other location reasonably designated by Borrower in writingthe Notice of Borrowing given pursuant to this Section 2.02. (ce) The Advances On each Advance Date, the obligation of each Lender to remit its Pro Rata Share of any such Advance shall bear interest at be several from that of each other Lender and the Yield Ratefailure of any Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder. (df) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may (i) borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; providedReinvestment Period and (ii) repay or prepay Advances without any penalty, that on and after the repayment of any Foreign Currency Advance shall be made solely in Closing Date and prior to the related Foreign CurrencyFacility Maturity Date. (eg) A determination by Unless the Administrative Agent or any shall have received notice from a Lender Agent of prior to the existence proposed date of any Eurodollar Disruption Event (any Advance that such determination Lender will not make available to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after Lender’s share of such Advance, the Administrative Agent or may assume that such Lender has made such share available on such date in accordance with this Section and, in reliance upon such assumption, the Administrative Agent learns of such event), or of the effect of may (in its sole discretion and without any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (fobligation to do so) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Rate and (ii) in the case of the Borrower, the interest rate applicable at the time to the Advances. If such Lender pays such amount to the Administrative Agent, then such amount shall not constitute such Lender’s Advance. Nothing in this paragraph shall relieve any other Liquidity Bank or Institutional Lender of its obligation to fulfill its commitments hereunder, and shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Appears in 1 contract

Sources: Loan and Security Agreement (FS Investment Corp III)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension applicable Availability Period), the Borrower may request that the Lenders make AdvancesAdvances under a Term Loan Series, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof; provided if the Borrower rescinds any request prior to the funding of such proposed Advance, the Borrower shall be responsible for the Breakage Fees, if any, resulting from such rescission. (b) Each Advance shall be made upon delivery of an irrevocable a request for an Advance from the Borrower to the Administrative Agent and each Lender Agentthe Lenders, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three two Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day Days immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate for the Term Loan Series for which such Advance is to be made (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the Term Loan Series under which such Advance is to be made; (ii) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding for the applicable Term Loan Series to exceed the Borrowing BaseMaximum Availability for such Term Loan Series (after giving effect to any Transfer effectuated from the use of proceeds thereof); provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (iiiii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an the initial Advance of a Term Loan Series proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by origination, sale or contribution), a description of such Loan Asset and whether such Loan Asset is a Delayed Draw Loan Asset and a written certification of the Servicer demonstrating Borrower that such Advance results in Loan Asset is an Eligible Loan Asset and demonstrating compliance with the Collateral Quality ImprovementTests for such Loan Asset as set forth on Exhibit K; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on On the date Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender under a Term Loan Series to remit its Pro Rata Share of any Advance shall be is several from that of each other Liquidity Bank and Institutional Lender of such Term Loan Series and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation obligations hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Availability Period), the Borrower may request that the Lenders make AdvancesAdvances hereunder, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofIII. (b) Each Advance shall be made upon delivery of an irrevocable a request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan AdvanceInitial Lender, no later than 2:00 p.m. three two Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day Days immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day) (or such shorter period of time agreed to by the Initial Lender in connection with any Advance to be made on the Closing Date), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate and Portfolio LTV Certificate (each updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing BaseMaximum Availability (after giving effect to any Transfer effectuated from the use of proceeds thereof); provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is Business Day and cannot provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be during a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceMaterial Modification Grace Period); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an any such Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by origination, sale or contribution), a Loan Asset Certificate for such Loan Asset, a description of whether such Loan Asset is a Delayed Draw Loan Asset and, if such Loan Asset is an Eligible Loan Asset, a written certification of the Servicer demonstrating Borrower that such Advance results in Loan Asset is an Eligible Loan Asset and demonstrating compliance with the Collateral Quality ImprovementGuidelines for such Loan Asset; (iv) with respect to any such Advance proposed to be funded in connection with a Delayed Draw Loan Asset, the date and Delayed Draw Amount for such Advance and the specific Delayed Draw Loan Asset with respect to which such Delayed Draw Amount relates; (v) detailed instructions as to where the proceeds of such Advance are to be deposited or transferred; and (vvi) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance, and the Lenders shall make the Advance on the date terms and conditions set forth herein. On the Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrowerapplicable Notice of Borrowing, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other no later than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds2:00 p.m., an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. Any funds held by the Administrative Agent shall be held uninvested. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be is several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligations hereunder. In no event shall the Administrative Agent have any liability or obligation hereunderto fund any Advance.

Appears in 1 contract

Sources: Loan and Servicing Agreement (FS Credit Real Estate Income Trust, Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent); (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Rate Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Term SOFR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Rate Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBORany Applicable Reference Rate, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (SLR Investment Corp.)

Procedure for Advances. (a) On any Business Day during Subject to the Revolving Period (unless a Suspension Period)limitations set forth in Section 2.01, the Borrower may request that an Advance from the Lenders, in an aggregate amount up to the Availability as of such date, by delivering at the specified times the information and documents set forth in this Section 2.02. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofrespect thereto. (b) Each The Borrower (or the Collateral Manager on its behalf) shall deliver a Collateral Manager Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower Date Report to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior 11:00 a.m. (c) On the proposed Advance Date, subject to the proposed date of such Advance, limitations set forth in Section 2.01 and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent); (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, shall make available to the Borrower, Administrative Agent in same day funds, an amount equal to at such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has bank or other location reasonably designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available time to the Borrower, in same day fundstime, an amount equal allocated to such the Lender’s Pro Rata Share of the least of (A) the amount requested by the Borrower for such Advance, by payment into (B) the account which aggregate unused Commitments then in effect and (C) an amount equal to the maximum amount that would not result in any Borrowing Base Deficiency on such Advance Date (after giving effect to the use of such Advance for the purchase of Eligible Collateral Assets) and (ii) the Administrative Agent shall make the aggregate amount received from the Lenders available to the Borrower has in the applicable Principal Collection Account at such bank or other location reasonably designated by Borrower in writing. (c) The Advances shall bear interest at the Yield RateNotice of Borrowing given pursuant to this Section 2.02. (d) On each Advance Date, the obligation of each Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder. (e) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Reinvestment Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of each Liquidity Bank an Event of Default or the existence of an Unmatured Event of Default), if, upon the earlier to occur of the end of the Reinvestment Period or the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the aggregate of all Net Aggregate Exposure Amounts, the Borrower covenants and Institutional Lender agrees to remit its Pro Rata Share fund in full the amount of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such shortfall by (x) depositing such amount available to into the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.Unfunded Reserve USActive 60058040.860058040.11 -68-

Appears in 1 contract

Sources: Loan and Servicing Agreement (KKR Enhanced US Direct Lending Fund-L Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Calculation Agent and the Collateral Custodianfor, (i) Advances in U.S. Dollars, with respect to a proposed Foreign Currency Loan AdvanceBenchmark Loans and Base Rate Loans, no later than 2:00 1:00 p.m. three two (2) Business Days’ Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business DayLenders in their sole discretion in connection with any other Advance), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)and the Advance will be funded in U.S. Dollars; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) with respect to any Advance other than the proposed Currency Initial Advance, the purpose for which the proceeds of such AdvanceAdvance are to be used, as permitted by this Agreement; (iv) during if the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded used to fund a Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies; (v) if the proceeds of such Advance are to be used in connection with the addition Transfer of a Portfolio Asset (A) a description of such Portfolio Asset, (B) whether such Portfolio Asset is a Delayed Draw Portfolio Asset, and if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut‐Off Date therefor, (C) whether such Portfolio Asset is an Eligible Portfolio Asset, and if such Portfolio Asset is an Eligible Portfolio Asset, whether it is a Senior Loan, a Senior Note, a Junior Loan or an Asset Based Loan and (D) the amount of the fees and expenses of Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C; (vi) detailed instructions as to where the Collateral Portfolio (whether by sale or contribution), a written certification proceeds of the Servicer demonstrating that such Advance results in Collateral Quality Improvementare to be deposited or transferred; (vii) whether such Advance will be a Base Rate Loan or a Benchmark Loan; and (vviii) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. . (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance, and each Lender shall make the Advance on the date terms and conditions set forth herein. On the Advance Date of each such Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with -45- instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender▇▇▇▇▇▇’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder. (d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of during the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination Each conversion of Advances from the Benchmark to the Base Rate or from the Base Rate to the Benchmark shall be made upon the Borrower’s irrevocable written notice to the Administrative Agent and Calculation Agent. Each such notice must be received by the Administrative Agent or any Lender and Calculation Agent of not later than 1:00 p.m. three (3) Business Days prior to the existence requested date of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from conversion, whereupon the Administrative Agent or shall give prompt notice to the Lenders of such Lender Agent promptly after request and shall be deemed to be approved by the Lenders. Each notice by the Borrower pursuant to this Section 2.02(e) must be made by delivery to the Administrative Agent and Calculation Agent of a Notice of Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower. Each Advance of, or such Lender Agent learns conversion to, Benchmark Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof, or if less, the remainder of the Advance. Each Advance of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or if less, the remainder of the Advance. Each notice of conversion shall specify (i) whether the Borrower is requesting a conversion, (ii) the requested date of the conversion (which shall be a Business Day) and (iii) the principal amount of Advances to be converted. Following receipt of such event)notice, or the Calculation Agent shall determine the amount of Advances for each Lender and provide notice of same to the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, Administrative Agent who shall be conclusive absent manifest errorpromptly provide such notice to each Lender. (f) Except as otherwise provided herein, a Benchmark Loan may be converted only on the last day of an Interest Period for such Benchmark Loan. (g) The obligation Calculation Agent shall promptly notify the Borrower, the Administrative Agent and the Lenders of each Liquidity Bank the interest rate applicable to any Interest Period for Benchmark Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Calculation Agent shall notify the Borrower and Institutional Lender to remit its Pro Rata Share the Lenders of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available change to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender Prime Rate used in determining the Base Rate promptly following the public announcement of its obligation hereundersuch change.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from the Borrower Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three 10:00 a.m. at least two (2) Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Days before the Business Day immediately prior on which the Advance is to (or by be made; provided that, if such Notice of Borrowing is delivered later than 10:00 am a.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specifyinclude: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)1,000,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (viii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on On the date set forth in the applicable Notice of Borrowing for each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writingPrincipal Collection Subaccount. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Owl Rock Capital Corp)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Calculation Agent and the Collateral Custodianfor, Advances in U.S. Dollars, (i) with respect to a proposed Foreign Currency Loan AdvanceLIBOR Loans, no later than 2:00 p.m. three two (2) Business Days’ Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance) and (ii) with respect to all other proposed AdvancesBase Rate Loans, no later than 2:00 p.m. on the one Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Dayor such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance), in the form of a Notice of Borrowing; provided that at no time shall Advances Outstanding made upon notice set forth in this clause (ii) exceed 15% of the Borrower shall not request same day funding more than once in any MonthMaximum Facility Amount. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: (i) i. the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)and the Advance will be funded in U.S. Dollars; (ii) . the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Business Day); iii. with respect to any Advance other than the Initial Advance, the related Fixed Period (it being understood that if notice purpose for which the proceeds of such Advance is not provided at least two Business Days prior are to be used, as permitted by this Agreement; iv. if the proposed Cut-Off Date, then proceeds of such Advance shall are to be used to fund a Daily LIBOR Advance for two Business Days following Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which the Advance shall convert to a Fixed LIBOR Advance)it applies; (iii) v. if the proposed Currency proceeds of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed are to be funded used in connection with the addition Transfer of a Portfolio Asset (A) a description of such Portfolio Asset and whether such Portfolio Asset is a Delayed Draw Portfolio Asset and whether it is a Senior Loan, a Junior Loan or an Asset-Based Loan, (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut-Off Date therefor, (C) that such Portfolio Asset is an Eligible Portfolio Asset and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C; vi. detailed instructions as to where the Collateral Portfolio (whether by sale or contribution), a written certification proceeds of the Servicer demonstrating that such Advance results in Collateral Quality Improvementare to be deposited or transferred; vii. whether such Advance will be a Base Rate Loan or a LIBOR Loan; andand NAI-15121569431515895953v1213 -31- (v) a representation that viii. all conditions precedent for an such Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (TCG BDC II, Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period)The Borrower shall give each Lender, the Security Agent and the Administrative Agent a Notice of Advance no later than 12:00 noon (New York time) three (3) Business Days prior to any proposed Funding Date. The Borrower may request agrees that any Notice of Advance given to each Lender and the Administrative Agent pursuant to this Section 2.3.1 shall be substantially in the form of Exhibit B hereto. Each Advance to be made by the Lenders shall be in a minimum amount of $1,000,000 and an integral multiple of $100,000 or the unused amount of the applicable Commitment. On or before 11:00 a.m. (New York time) on such Funding Date each Lender shall apply or make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject such funds available to the provisions of Article III hereof. (b) Each Advance shall Security Agent to be made upon delivery of an irrevocable request for an Advance from the Borrower to applied as set forth in Section 4.10 and promptly notify the Administrative Agent and the Security Agent of such funding. Each Obligor hereby authorizes the Administrative Agent, at any time and in its sole discretion, to give each Lender Agent, with a copy to notice of Advance (the Collateral Agent and the Collateral Custodian, (i“Special Notice of Advance”) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 1:00 p.m. (New York time) three Business Days’ prior to the proposed date of such Advance, and (ii3) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent); (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the any proposed Cut-Off DateFunding Date to pay accrued but unpaid interest on all Advances then outstanding, fees, any Construction Contract Payment as to which an Advance has not been requested hereunder, accrued but unpaid interest on all Class A Member Subordinated Indebtedness then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance outstanding, expenses and other charges of any CQT Non-Qualification Period and with respect Obligor from time to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio time arising under this Agreement or any other Operative Agreement (whether by sale or contribution), a written certification of not the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article IIIV are satisfied (and upon funding of any such Advance the parties hereto agree and acknowledge that (a) any condition precedent set forth in Article V in respect of such Advance which has not met shall be deemed waived, (ib) no representation or warranty by any Obligor shall be made or deemed made as a result of the borrowing of such Advance and (c) no Default or Event of Default shall be deemed to occur as a result of such borrowing). On or before 11:00 a.m. (New York time) on the Closing Funding Date and during specified in the Conforming Funding PeriodSpecial Notice of Advance, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available shall transfer to the Borrower, in Security Agent same day funds, funds in an amount equal to such Lender’s Commitment Percentage of such the Advances of the requested Borrowing. No Lender’s obligation to make any Advance shall be affected by any other Lender’s failure to make any Advance, by payment into the account which . It being understood and agreed that the Borrower has designated requested the first Advance in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members aggregate amount of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available $12,000,000 to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium be made on and after the Closing Date and the Notice of Advance to be delivered prior to or on the end of the Revolving Period; provided, that the repayment of any Foreign Currency Closing Date with respect to such Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination deemed to be communicated to delivered in compliance with the Borrower by written notice from foregoing provisions of this Agreement. Proceeds of Advances, and other payments hereunder or under the Administrative Agent or such Lender Agent promptly after other Loan Documents, made on the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBORClosing Date, shall be conclusive absent manifest errormade and distributed in accordance with the flow of funds memorandum referenced in Schedule 3.3(b) of the JV Agreement. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Revolving Notes Facility Agreement (APT Sunshine State LLC)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from For each Advance, the Borrower shall deliver a written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 12:00 p.m. (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three at least one (1) Business Days’ prior to Day before the proposed date of such AdvanceAdvance Date for Dollar Advances, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on at least two (2) Business Days before the Business Day immediately prior on which the Advance is to be made for CAD Advances, Euro Advances, GBP Advances, DKK Advances, NOK Advances and SEK Advances or (or by 10:00 am on iii) at least three (3) Business Days before the same Business Day of) on which the proposed date Advance is to be made for AUD Advances and NZD Advances; provided that, if such Notice of Borrowing is delivered later than 12:00 p.m. on such Advance (which shall be a Business Day), in the form case of a Dollar Advances, such Notice of Borrowing; provided that Borrowing shall be deemed to have been received on the Borrower shall not request same day funding more than once in any Monthfollowing Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000 (or its Dollar Equivalent)1,000,000 in such Eligible Currency; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash, if any, that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable; (v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account; and (vi) the proposed Eligible Currency of such Advance. No Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 1:00 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out of pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, an amount equal no later than 2:00 p.m. on such date (and amounts received after 2:00 p.m. will be deemed to such Lender’s Commitment Percentage of such Advance, by payment into have been received the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Groupfollowing Business Day), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, (x) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default; provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate) and, as applicable for such Eligible Currency, the Borrowing Base (AUD), the Borrowing Base (CAD), the Borrowing Base (DKK), the Borrowing Base (EUR), the Borrowing Base (GBP), the Borrowing Base (NOK), the Borrowing Base (NZD) or the Borrowing Base (SEK), each as then in effect.

Appears in 1 contract

Sources: Loan and Servicing Agreement (HPS Corporate Lending Fund)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension applicable Availability Period), the Borrower may request that the Lenders make AdvancesAdvances under a Term Loan Series, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof; provided if the Borrower rescinds any request prior to the funding of such proposed Advance, the Borrower shall be responsible for the Breakage Fees, if any, resulting from such rescission. (b) Each Advance shall be made upon delivery of an irrevocable a request for an Advance from the Borrower to the Administrative Agent and each Lender Agentthe Lenders, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three two Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day Days immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate for the Term Loan Series for which such Advance is to be made (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the Term Loan Series under which such Advance is to be made; (ii) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding for the applicable Term Loan Series to exceed the Borrowing BaseMaximum Availability for such Term Loan Series (after giving effect to any Transfer effectuated from the use of proceeds thereof); provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (iiiii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an the initial Advance of a Term Loan Series proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by origination, sale or contribution), a description of such Loan Asset and whether such Loan Asset is a Delayed Draw Loan Asset and a written certification of the Servicer demonstrating Borrower that such Advance results in Loan Asset is an Eligible Loan Asset and demonstrating compliance with the Collateral Quality ImprovementTests for such Loan Asset as set forth on Exhibit K; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on On the date Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s ▇▇▇▇▇▇'s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender under a Term Loan Series to remit its Pro Rata Share of any Advance shall be is several from that of each other Liquidity Bank and Institutional Lender of such Term Loan Series and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation obligations hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent, the Calculation Agent and each Lender AgentInitial Lender, with a copy to each Lender, other than the Collateral Agent Initial Lender and the Collateral Custodianits Affiliates, for, Advances in U.S. Dollars, (i) with respect to a proposed Foreign Currency Loan AdvanceBenchmark Loans, no later than 2:00 1:00 p.m. three two (2) Business Days’ Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance) and (ii) with respect to Base Rate Loans, no later than 11:00 a.m. one Business Day prior to the proposed date of such Advance, and ; provided that at no time shall Advances Outstanding made upon notice set forth in this clause (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on exceed 15% of the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any MonthMaximum Facility Amount. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)and the Advance will be funded in U.S. Dollars; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) with respect to any Advance other than the proposed Currency Initial Advance, the purpose for which the proceeds of such AdvanceAdvance are to be used, as permitted by this Agreement; (iv) during if the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded used to fund a Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies; (v) if the proceeds of such Advance are to be used in connection with the addition Transfer of a Portfolio Asset (A) a description of such Portfolio Asset and whether such Portfolio Asset is a Delayed Draw Portfolio Asset and whether it is a Senior Loan, a Junior Loan, an Asset Based Loan, or a Recurring Revenue Loan, (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut-Off Date therefor, (C) that such Portfolio Asset is an Eligible Portfolio Asset and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C; (vi) detailed instructions as to where the Collateral Portfolio (whether by sale or contribution), a written certification proceeds of the Servicer demonstrating that such Advance results in Collateral Quality Improvementare to be deposited or transferred; (vii) whether such Advance will be a Base Rate Loan or a Benchmark Loan; and (vviii) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfied. No later . (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders (other than 1:00 p.m. the Initial Lender) of the requested Advance, and each Lender shall make the Advance on the date terms and conditions set forth herein. On the Advance Date of each such Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s ▇▇▇▇▇▇'s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. The Account Bank shall provide notice to the Administrative Agent upon receipt of each Lender's Pro Rata Share of such Advance. (c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at not relieve any other Lender of its obligations hereunder. In no event shall the Yield RateAdministrative Agent have any liability or obligation to fund any Advance. (d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of during the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination Each conversion of Advances from the Benchmark to the Base Rate or from the Base Rate to the Benchmark shall be made upon the Borrower's irrevocable written notice to the Administrative Agent, Calculation Agent and Initial Lender. Each such notice must be received by the Administrative Agent, Calculation Agent or any and Initial Lender Agent of not later than (i) 1:00 p.m. three (3) Business Days prior to the existence requested date of any Eurodollar Disruption Event conversion to Benchmark Loans or (any such determination to be communicated ii) 1:00 p.m. one Business Day prior to the Borrower by written notice from requested date of any conversion of Benchmark Loans to Base Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and shall be deemed to be approved by the Lenders. Each notice by the Borrower pursuant to this Section 2.02(e) must be made by delivery to the Administrative Agent, Calculation Agent and Initial Lender of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Advance of, or conversion to, Benchmark Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof, or if less, the remainder of the Advance. Each Advance of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or if less, the remainder of the Advance. Each notice of conversion shall specify (i) whether the Borrower is requesting a conversion, (ii) the requested date of the conversion (which shall be a Business Day) and (iii) the principal amount of Advances to be converted. Following receipt of such notice, the Calculation Agent shall determine the amount of Advances for each Lender Agent promptly after and provide notice of same to the Administrative Agent or who shall promptly provide such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errornotice to each Lender. (f) Except as otherwise provided herein, a Benchmark Loan may be converted only on the last day of an Interest Period for such Benchmark Loan. (g) The obligation Administrative Agent shall promptly notify the Borrower, the Calculation Agent and the Lenders of each Liquidity Bank the interest rate applicable to any Interest Period for Benchmark Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower, the Calculation Agent and Institutional Lender to remit its Pro Rata Share the Lenders of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available change to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender Prime Rate used in determining the Base Rate promptly following the public announcement of its obligation hereundersuch change.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Carlyle Secured Lending III)

Procedure for Advances. (a) On any Business Day The Agent will make advances not more frequently than twice during each month upon receipt of a written request from the Revolving Period Borrowers in the form of borrowing request attached hereto as Exhibit C (unless each a Suspension Period)"Requisition", and collectively, the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof"Requisitions"). (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower Requisition is subject to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided 's determination that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and after giving pro forma effect to such Requisition, the Advance requested and the use outstanding principal balance of the proceeds thereof), and shall specify: (i) Loan will not exceed the aggregate amount lesser of such Advance, which amount shall not cause the Advances Outstanding to exceed then applicable Credit Facility Committed Amount or the Borrowing Base; provided that . Each advance under the Loan shall be in an amount of such Advance must not less than $1,000,000, and in increments of $100,000 in excess thereof. Advances shall be at least equal to $500,000 requested by the Borrower in writing by 10:00 A.M. (or its Dollar Equivalent); Houston time) not less than five (ii5) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Banking Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following Banking Day on which the Advance funds will be advanced. The Agent shall convert have no obligation to a Fixed LIBOR Advance); (iii) make any advance if at the proposed Currency of time such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance advance is requested and/or is proposed to be funded in connection with funded, there exists a Default or an Event of Default under any Financing Document. (c) Unless the addition of Agent shall have received notice from a Loan Asset Lender prior to the Collateral Portfolio (whether date on which such Lender is to provide funds to the Agent for an advance to be made by sale or contribution), a written certification of the Servicer demonstrating such Lender that such Advance results in Collateral Quality Improvement; and (v) a representation Lender will not make available to the Agent such funds, the Agent may assume that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. such Lender has made such funds available to the Agent on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, such advance in accordance with instructions received by the Lender terms of the Agency Agreement and the Agent for in its sole discretion may, but the Agent shall not be obligated to, in reliance upon such Lenders from the Borrowerassumption, make available to the Borrower, in same day funds, an amount equal to Borrowers on such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of date a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Ratecorresponding amount. (d) Subject In addition, if the Agent has reason to Section 2.18 believe a Default or an Event of Default has occurred, each Borrower hereby irrevocably authorizes the Lenders to make advances of the Loan at any time and from time to time, without further request from or notice to any Borrower, which the Lenders, in their sole and absolute discretion, deem necessary or appropriate to protect the Lenders' interests under this Agreement or otherwise, including, without limitation, advances of the Loan made to cover interest on the Loan, fees, and/or Enforcement Costs, prior to, on, or after the termination of this Agreement, regardless of whether the aggregate amount of the advances of the Loan which the Lenders may make hereunder exceeds the Credit Facility Committed Amount. The Lenders shall have no obligation whatsoever to make any advance under this subsection and the making of one or more advances under this subsection shall not obligate the Lenders to make other terms, conditions, provisions similar advances. Any such advances will be evidenced by the Notes and limitations set forth herein, secured by the Borrower may borrow, repay Collateral and the Deeds of Trust or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign CurrencyAssigned Notes. (e) A determination by Any advance under the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination Loan to be communicated used to reimburse ARCC for any portion of an advance under an Assigned Note shall also comply with any requirements for an advance under the Borrower by written notice from Note Collateral and no default shall have occurred and be continuing under the Administrative Agent or Assigned Note regardless of whether any applicable cure period has expired in connection with such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errordefault. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Financing and Security Agreement (American Retirement Corp)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from For each Advance, the Borrower shall deliver a written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three at least one (1) Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Day before the Business Day immediately prior on which the Advance is to (or by 10:00 am be made; provided that, if such Notice of Borrowing is delivered later than the time set forth above, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, except with an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash, if any, that will be funded by the Transferor or the Borrower into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (iix) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.20 of this Agreement. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) If, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.

Appears in 1 contract

Sources: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III Section 3.02 hereof. (b) Each Advance shall be made upon delivery (which may be by electronic mail) of an irrevocable request for an Advance Notice of Borrowing from the Borrower to the Administrative Agent and each Lender Agent, with (who shall deliver a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advanceeach Lender), no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance10:00 a.m., and (ii) with respect to all other proposed AdvancesNew York time, no later than 2:00 p.m. on the one Business Day immediately prior to (or such shorter time as agreed to by 10:00 am on the same Business Day ofAdministrative Agent in consultation with the Lenders on) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing BaseMaximum Availability; provided that the amount of such Advance must be at least equal to $500,000 or an integral multiple of $100,000 in excess thereof (or its Dollar Equivalentsuch lesser amount or integral to permit the Advances Outstanding to equal the Maximum Availability); (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed any Revolving Loan Asset or Delayed Draw Loan Asset being financed with such Advance, the amount to be funded deposited in the Unfunded Exposure Account in connection with the addition acquisition of a such Loan Asset Asset(s) pursuant to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; andSection 2.04(d);and (viv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Upon receipt of such Notice of Borrowing, the Administrative Agent shall notify each applicable Lender of the requested Advance. Under no circumstances shall any Lender be required to make any Advance if after giving effect to such Advance and the use of the proceeds thereof, (i) an Event of Default has occurred or would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances shall bear interest at Outstanding would exceed the Yield RateBorrowing Base. (d) The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder. (e) Subject to Section 2.18 2.17 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation Notwithstanding anything to the contrary herein, upon the occurrence of each Liquidity Bank and Institutional the earlier of (i) an Event of Default or (ii) the Commitment Termination Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Administrative Agent (x) may, in the case of the occurrence of an Event of Default or (y) shall in the case of the occurrence of the Commitment Termination Date, on behalf of the Borrower, request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of such request, the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.02, notwithstanding anything to the contrary herein (including the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02), except that no Lender to remit its Pro Rata Share of shall make any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunderextent that, after giving effect to such Advance, the Advances Outstanding would exceed the Maximum Availability.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Brightwood Capital Corp I)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, Facility Servicer no later than 2:00 p.m. 10:00 a.m. three (3) U.S. Government Business Days’ Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business DayLenders in their sole discretion in connection with any other Advance), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and LTV Certificate giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be in U.S. Dollars and at least equal to $500,000 (or its Dollar Equivalent)2,000,000; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) with respect to any Advance other than the proposed Currency Initial Advance, the purpose for which the proceeds of such AdvanceAdvance are to be used which must be a purpose permitted pursuant to Section 5.02(h); (iv) during if a Market Trigger Event or Event of Default has occurred and is continuing on the continuance date of such Notice of Borrowing and the proceeds of such Advance are to constitute an Unfunded Exposure Advance, that such Advance is an Unfunded Exposure Advance; (v) if all or any CQT Non-Qualification Period and with respect to an part of the proceeds of such Advance proposed are to be funded applied (directly or indirectly) in connection with the addition Transfer of a Portfolio Asset, the Borrower shall provide the Administrative Agent with (A) a description of such Portfolio Asset and whether such Portfolio Asset is (i) a Delayed Draw Portfolio Asset and (ii) a Senior Loan or a Second Lien Loan, and (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum Delayed Draw commitment required to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvementbe made thereunder; and (vvi) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. satisfied or waived, as applicable, with respect to that Advance. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance, and each Lender shall make the Advance on the date terms and conditions set forth herein. On the Advance Date of each such Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender▇▇▇▇▇▇’s Pro Rata Share of such Advance, by payment into the Operating Account or any other account which as request by the Borrower has designated in writingBorrower. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be is several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation obligations hereunder. (d) Each Advance shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or if less, the remainder of the Commitment. (e) The Facility Servicer shall promptly notify the Borrower, the Administrative Agent and the Lenders of the interest rate applicable to any Interest Period upon determination of such interest rate. (f) If all or any portion of an Advance is an Unfunded Exposure Advance, the Borrower shall transfer an amount equal that portion of such Advance which is an Unfunded Exposure Advance to the Unfunded Exposure Account on the date of receipt of such Advance except to the extent that portion of such Advance is applied towards discharging a Delayed Draw on such date. (g) If the Borrower rescinds any request prior to the funding of the applicable proposed Advance, the Borrower shall pay the Breakage Fees, if any, resulting from such rescission.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Stepstone Private Credit Fund LLC)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from For each Advance, the Borrower shall deliver written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 10:00 a.m. (i) with respect at least two (2) Business Days before the Business Day on which the Advance is to a proposed Foreign Currency Loan Advancebe made for Dollar Advances, no (ii) at least two (2) Business Days before the Business Day on which the Advance is to be made for CAD Advances, or (iii) at least three (3) Business Days before the Business Day on which the Advance is to be made for Advances other than Dollar Advances and CAD Advances; provided that, if such Notice of Borrowing is delivered later than 2:00 p.m. three the applicable time set forth above, such Notice of Borrowing shall be deemed to have been received on the following Business Days’ Day; provided, further, that if any condition precedent set forth in Article III hereof is not satisfied prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall is to be a Business Day)made, in the form of a Borrower may revoke such Notice of Borrowing; provided that Borrowing upon written notice to the Borrower shall not request same day funding more than once in any MonthAdministrative Agent and each Lender. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000 (or its Dollar Equivalent)in such Eligible Currency; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be funded by the Transferor or the Borrower into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable; (v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account; and (vi) the proposed Eligible Currency of such Advance. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, (x) an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the "Unfunded Exposure Amount Shortfall"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower's failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default; provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate) and, as applicable for such Eligible Currency, the Borrowing Base (AUD), the Borrowing Base (CAD), the Borrowing Base (EUR) or the Borrowing Base (GBP), each as then in effect.

Appears in 1 contract

Sources: Loan and Servicing Agreement (First Eagle Private Credit Fund)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Calculation Agent and the Collateral Custodianfor, Advances in U.S. Dollars, (i) with respect to a proposed Foreign Currency Loan AdvanceLIBOR Loans, no later than 2:00 p.m. three two (2) Business Days’ Days prior to the proposed date of such Advance (or such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance) and (ii) with respect to all other proposed AdvancesBase Rate Loans, no later than 2:00 p.m. on the one Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Dayor such shorter period of time agreed to by the Initial Lender in connection with the Initial Advance, or by the Lenders in their sole discretion in connection with any other Advance), in the form of a Notice of Borrowing; provided that at no time shall Advances Outstanding made upon notice set forth in this clause (ii) exceed 15% of the Borrower shall not request same day funding more than once in any MonthMaximum Facility Amount. Each Notice of Borrowing shall include must be accompanied by a duly completed -30- Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)and the Advance will be funded in U.S. Dollars; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) with respect to any Advance other than the proposed Currency Initial Advance, the purpose for which the proceeds of such AdvanceAdvance are to be used, as permitted by this Agreement; (iv) during if the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded used to fund a Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies; (v) if the proceeds of such Advance are to be used in connection with the addition Transfer of a Portfolio Asset (A) a description of such Portfolio Asset and whether such Portfolio Asset is a Delayed Draw Portfolio Asset and whether it is a Senior Loan, a Junior Loan or an Asset-Based Loan, (B) if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut-Off Date therefor, (C) that such Portfolio Asset is an Eligible Portfolio Asset and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C; (vi) detailed instructions as to where the Collateral Portfolio (whether by sale or contribution), a written certification proceeds of the Servicer demonstrating that such Advance results in Collateral Quality Improvementare to be deposited or transferred; (vii) whether such Advance will be a Base Rate Loan or a LIBOR Loan; and (vviii) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. . (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance, and each Lender shall make the Advance on the date terms and conditions set forth herein. On the Advance Date of each such Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder. (d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of during the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination Each conversion of Advances from LIBOR to Base Rate or from Base Rate to LIBOR shall be made upon the Borrower’s irrevocable written notice to the Administrative Agent. Each such notice must be received by the Administrative Agent or any Lender Agent of not later than (i) 1:00 p.m. three (3) Business Days prior to the existence requested date of any Eurodollar Disruption Event conversion to LIBOR Loans or (any such determination to be communicated ii) 1:00 p.m. one Business Day prior to the Borrower by written notice from requested date of any conversion of LIBOR Loans to Base Rate Loans, whereupon the Administrative Agent or shall give prompt notice to the Lenders of such Lender Agent promptly after request and shall be deemed to be approved by the Lenders. Each notice by the Borrower pursuant to this Section 2.02(e) must be made by delivery to the Administrative Agent or such Lender Agent learns of such event)a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, or conversion to, LIBOR Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof, or if less, the remainder of the effect Advance. Each Borrowing of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, conversion to Base Rate Loans shall be conclusive absent manifest errorin a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or if less, the remainder of the Advance. Each notice of conversion shall specify (i) whether the Borrower is requesting a conversion, (ii) the requested date of the conversion (which shall be a Business Day) and (iii) the principal amount of Advances to be converted. Following receipt of a such notice, the Administrative Agent shall promptly notify each Lender of the amount of its Advances. (f) Except as otherwise provided herein, a LIBOR Loan may be converted only on the last day of a LIBOR Period for such LIBOR Loan. (g) The obligation Calculation Agent shall promptly notify the Borrower, the Administrative Agent and the Lenders of each Liquidity Bank the interest rate applicable to any LIBOR Period for LIBOR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Calculation Agent shall notify the Borrower and Institutional Lender to remit its Pro Rata Share the Lenders of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available change to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender Prime Rate used in determining the Base Rate promptly following the public announcement of its obligation hereundersuch change.

Appears in 1 contract

Sources: Loan and Servicing Agreement (TCG BDC II, Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent Agent, the Collateral Administrator and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 23:00 p.m. on the Business Day immediately prior to the proposed date of such Advance (or by which shall be a Business Day) or, with respect to an Advance related to a Qualifying Revolving Loan, and no more than 5 times per calendar month, no later than 10:00 am a.m. on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), or such shorter notice period as may be agreed upon by the Borrower, the Administrative Agent and the Lenders, in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition Pledge of a Loan Asset to the Collateral Portfolio (whether by sale or contribution)Asset, a written certification of the Servicer demonstrating that such Advance resulted in, or results in in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date; and (viv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance that was requested at least one Business Day prior, and no later than 2:00 p.m. on the date of each Advance that was requested on the same Business Day as such Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks Banks, as applicable, and the Institutional Lender Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share ratable share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (NF Investment Corp.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (viv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks Banks, as applicable, and the Institutional Lender Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share ratable share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth hereinherein (including, without limitation, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Solar Senior Capital Ltd.)

Procedure for Advances. (a) On During the Reinvestment Period, the Lenders will make Advances denominated in Dollars on any Business Day during at the Revolving Period request of the Borrower, subject to the terms and conditions of Section 2.01, this Section 2.02, Section 2.25 and Article III. (unless a Suspension Period)b) Subject to Section 2.25, the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions Advances hereunder by delivering an irrevocable Notice of Sections 2.01 and 2.02 and subject Borrowing to the provisions of Article III hereof. Facility Agent (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower who will provide such notice to the Administrative Agent and each Lender AgentLender), with a copy to the Collateral Agent and the Collateral Custodian, Custodian no later than (i) with respect to a proposed Foreign Currency Loan in the case of an Advance, no later other than a Swingline Advance, 2:00 p.m. three on the date that is one Business Days’ Day prior to the proposed date of such Advance, and Advance Date or (ii) with respect to all other proposed Advancesin the case of a Swingline Advance, no later than 2:00 p.m. 12:00 noon on the Business Day immediately prior day of the requested Swingline Advance; provided that, if not delivered by such time, such Notice of Borrowing shall be deemed to (or by 10:00 am have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), the current Loan Tape and shall be accompanied by an Approval Notice setting forth the information required therein with respect to any Loans to be acquired by the Borrower on the Advance Date (if applicable) and, in each case, shall specify: (i) the aggregate amount of such Advance, which amount Advance shall not cause the Advances Outstanding to exceed the a Borrowing BaseBase Deficiency; provided that that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)250,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for to the making of an Advance described in Article III hereof this Agreement have been satisfiedsatisfied or will be satisfied on or prior to the applicable Advance Date; (iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with any Revolving Loan or Delayed Draw Loan funded by such Advance, if applicable; and (v) whether such Advance (or any portion thereof) should be remitted to the Borrower or the Unfunded Exposure Account. No later than 1:00 p.m. on the date of On each AdvanceAdvance Date, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Periodherein, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerFacility Agent, make available to the BorrowerFacility Agent, in same day funds, an amount equal to such Lender▇▇▇▇▇▇’s Commitment Percentage Pro Rata Share of such AdvanceAdvance (other than Swingline Advances), by payment into the account which the Borrower Facility Agent has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), writing in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available and subject to the Borrower, in same day funds, an amount equal terms hereof and the Facility Agent shall either (i) transfer such funds to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting in accordance with and subject to the terms hereof and/or (ii) remit all or a portion of such funds into the Unfunded Exposure Account, as applicable; provided that, with respect to any Notice of Borrowing requesting an Advance pursuant to Section 2.02(f), the procedures set forth therein shall apply. In the case of a Swingline Advance, upon satisfaction of the applicable conditions set forth herein, the Swingline Lender shall either (i) transfer such funds to the account which the Borrower has designated in writing in accordance with and subject to the terms hereof and/or (ii) remit all or a portion of such funds into the Unfunded Exposure Account, as applicable, in an amount equal to the least of (i) the amount requested by the Borrower for such Swingline Advance, (ii) the positive difference between (A) the Swingline Commitment then in effect and (B) the aggregate principal balance of Swingline Advances outstanding as of such date, and (iii) the maximum amount that, after taking into account the -61- proposed use of the proceeds of such Swingline Advance, could be advanced to the Borrower hereunder without causing a Borrowing Base Deficiency. (c) The Advances shall bear interest at the Yield Rate. (d) Subject in each case to Section 2.09 and Section 2.18 and the other applicable terms, conditions, provisions and provisions, limitations and/or obligations set forth hereinherein (including, without limitation, with respect to the payment of any Unused Fee or Optional Prepayment Penalty, as applicable), the Borrower may on any date on or after the Closing Date (i) borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after until the Closing Reinvestment Period End Date and prior to (ii) repay or prepay Advances without penalty, fee or premium until the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign CurrencyCollection Date. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Facility Agent for transfer to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything herein to the contrary (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent to the making of any Advance as set forth in Section 3.02), upon the earlier of (i) the declaration or automatic occurrence of the Termination Date (other than in connection with a Bankruptcy Event with respect to the Borrower) or (ii) the Reinvestment Period End Date, the Borrower shall submit a Notice of Borrowing requesting an Advance in the amount of the Unfunded Equity Shortfall Amount. In accordance with the Notice of Borrowing submitted pursuant to this Section 2.02(f), each Lender shall fund its Pro Rata Share of such amount by transferring such amount to the Facility Agent (and the Facility Agent shall deposit all amounts received into the Unfunded Exposure Account); provided that, no Lender shall be obligated to make any Advance that would cause the portion of the Advances Outstanding then funded by it to exceed its Commitment then in effect.

Appears in 1 contract

Sources: Loan and Security Agreement (North Haven Private Income Fund LLC)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Administrative Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral CustodianServicer, (i) with respect to a proposed Foreign Currency Loan Advancefor Advances in Dollars, no later than 2:00 p.m. three threefive (35) U.S. Government Securities Business Days’ Days prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to Advance (or such shorter period of time agreed to by 10:00 am on the same Business Day of) Administrative Agent and the proposed date of such Advance (which shall be a Business DayMajority Lenders), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: certify as to the following: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 10,000,000 (or its Dollar Equivalentsuch lesser amount as agreed by the Administrative Agent);, with the exception of one -43- USActive 60444631.4 (1) Advance per calendar year which must be at least equal to $1,000,000, or a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Business Day); (iii) no Event of Default or Market Trigger Event has occurred and is continuing as of the date of the Notice of Borrowing or will occur from such Advance, ; (iv) detailed wire instructions as to where the related Fixed Period (it being understood that if notice proceeds of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed are to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale deposited or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvementtransferred; and and (v) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfiedsatisfied or waived, as applicable. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance. The Lenders shall make the Advance on the terms and conditions set forth herein. No later than 1:00 p.m. 12:00 p.m., on the date Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders or the Servicer, as applicable, from the BorrowerAdministrative Borrower in accordance with the Notice of Borrowing, make available to (x) the BorrowerCo‐Borrowers or (y) the Administrative Agent, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received as determined by the Lender Agent for such Lenders from the Borrower, make available to the BorrowerMajority Lenders, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Administrative Borrower (if clause (x) of this clause (b) is applicable) or the Administrative Agent (if clause (y) of this clause (b) is applicable), most recently designated by it for such purpose by notice to the Lenders. If clause (y) of this clause (b) is applicable, then upon receipt of all requested funds, the Administrative Agent will make such Advance available to the account(s) of the Co‐Borrower(s) to which the proceeds of such Borrowing should be transferred in same day funds by promptly wiring the amounts so received, in like funds, to an account designated in the applicable Notice of Borrowing. Notwithstanding the foregoing, in the event that Lenders fund the Advance directly to the Co‐Borrowers on the Closing Date, then unless Administrative Borrower has designated notified the Administrative Agent in writingwriting (which notification may be by email) by not later than 5:00 p.m. on the Closing Date that it has not received such funds pursuant to the Notice of Borrowing delivered on the Closing Date (and the funds flow in connection therewith), Administrative Agent shall deem the Advance funded and make the appropriate recordations in the Register. (c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Co‐ Borrowers shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder. (d) [Reserved]. (e) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower Co‐Borrowers may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after (except as expressly set forth herein) during the Closing Date and prior to the end of the Revolving Availability Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (White Mountains Insurance Group LTD)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from For each Advance, the Borrower shall deliver a written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three at least one (1) Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Day before the Business Day immediately prior on which the Advance is to (or by 10:00 am be made; provided that, if such Notice of Borrowing is delivered later than the time set forth above, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include USActive 55323723.3 a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, except with an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash, if any, that will be funded by the Transferor or the Borrower into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, (x) an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance equal to such Lender's Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.20 of this Agreement. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) If, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the "Unfunded Exposure Amount Shortfall"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure USActive ▇▇▇▇▇▇▇▇.3 Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.

Appears in 1 contract

Sources: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender AgentLenders, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan AdvanceFacility Servicer, no later than 2:00 p.m. three two Business Days’ Days immediately prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to Advance (or such shorter period of time agreed to by 10:00 am on the same Business Day of) Lenders and the Administrative Agent in their sole discretion); provided that if the proposed date of such the initial Advance (which shall be a Business Day)is the Closing Date, in the form of a Notice of Borrowing; provided that Borrowing with respect to the Borrower shall not request same day funding more than once in any Monthinitial Advance may be delivered on the Closing Date. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Quarterly LTV Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specifycertify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)250,000; (ii) that such Advance would not cause (A) the proposed aggregate Advances made hereunder (without giving effect to any repayment or prepayment thereof) to exceed the Total Facility Amount or (B) LTV to exceed 55% on the date of such Advance and, if (after giving effect to such Advance is to be a Fixed LIBOR Advance, and any Transfer effectuated from the related Fixed Period (it being understood that if notice use of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advanceproceeds thereof); (iii) the proposed Currency date of such AdvanceAdvance (which must be a Business Day); (iv) during detailed instructions as to where the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale deposited or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvementtransferred; and (v) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfiedsatisfied or will be satisfied on the proposed date of such Advance. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance and each Lender shall make the Advance on the terms and conditions set forth herein. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. Any funds held by the Administrative Agent shall be held uninvested. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be is several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligations hereunder. In no event shall the Administrative Agent have any liability or obligation hereunderto fund any Advance.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Exantas Capital Corp.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender AgentLenders, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan AdvanceFacility Servicer, no later than 2:00 p.m. three two Business Days’ Days immediately prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to Advance (or such shorter period of time agreed to by 10:00 am on the same Business Day of) Lenders and the Administrative Agent in their sole discretion); provided that if the proposed date of such the initial Advance (which shall be a Business Day)is the Closing Date, in the form of a Notice of Borrowing; provided that Borrowing with respect to the Borrower shall not request same day funding more than once in any Monthinitial Advance may be delivered on the Closing Date. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Quarterly LTV Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specifycertify: (i) the aggregate amount of such Advance, which amount shall must be at least equal to $250,000; (ii) that such Advance would not cause (A) the aggregate Advances made hereunder (without giving effect to any repayment or prepayment thereof) to exceed the Total Facility Amount or (B) the Advances Outstanding to exceed the Borrowing Base; provided that Base (after giving effect to such Advance and any Transfer effectuated from the amount use of proceeds thereof) and a calculation of the Borrowing Base as of such Advance must be at least equal date has been included in the Notice of Borrowing with respect to $500,000 (or its Dollar Equivalent)such Advance; (iiiii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) the proposed Currency of such Advance; (iv) during detailed instructions as to where the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale deposited or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvementtransferred; and (v) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfiedsatisfied or will be satisfied on the proposed date of such Advance. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance and each Lender shall make the Advance on the terms and conditions set forth herein. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. Any funds held by the Administrative Agent shall be held uninvested. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be is several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligations hereunder. In no event shall the Administrative Agent have any liability or obligation hereunderto fund any Advance.

Appears in 1 contract

Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)

Procedure for Advances. (a) On During the Reinvestment Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery on at least one Business Day’s irrevocable written notice (other than in the case of an irrevocable request for an Advance a Same-Day Advance) from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 5:00 p.m. on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. For each Same-Day Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian no later than 2:00 p.m. on the proposed date of such Same-Day Advance; provided that, the amount of any such Same-Day Advance shall not request same day funding more than once in any Monthexceed $20,000,000. The Borrower or the Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Administrative Agent and each Lender Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Borrower or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and either (iii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account. (c) The Advances and L/C Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth hereinherein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances and L/C Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Reinvestment Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent ▇▇▇▇▇ Fargo of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances or L/C Advances at LIBOR, shall be conclusive absent manifest error. (f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02). For the avoidance of doubt, the Borrower shall not be required to fund the Unfunded Exposure Account unless and until the occurrence of an Event of Default or the last day of the Reinvestment Period. (g) The obligation of each Liquidity Bank Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance or L/C Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Fifth Street Finance Corp)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, no later than noon on (i) with respect to a the proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Advance Date for Dollar Advances and (ii) the Business Days’ Day prior to the proposed date Advance Date for Advances in an Eligible Currency other than Dollars (or such shorter period as agreed to from time to time by the Administrative Agent and each of the Lenders); provided that, if such Advance, and (ii) with respect to all other proposed Advances, no Notice of Borrowing is delivered later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day)noon, in the form case of a an Advance made in Dollars, such Notice of Borrowing; provided that Borrowing shall be deemed to have been received on the Borrower shall not request same day funding more than once in any Monthfollowing Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000 (or its Dollar Equivalent)in such Eligible Currency; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; provided that, in connection with any Notice of Borrowing in respect of the acquisition by the Borrower of a loan asset constituting a newly originated loan, where the related Advance is to be remitted to the Principal Collection Subaccount, the conditions set forth in Section 3.02(a)(ii) shall not apply, excepting that, notwithstanding the foregoing, the requirements set forth in the proviso of Section 3.02(a)(ii) shall apply; (iv) the amount of cash that will be funded by the Originator into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset funded by such Advance, if applicable; (v) whether such Advance should be remitted to the Principal Collection Subaccount, the Unfunded Exposure Account, or (subject to completion of customary "know your customer" and anti-money laundering and sanctions diligence), the account of the Originator or a Securitization Subsidiary; and (vi) the proposed Eligible Currency of such Advance. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day fundsby (A) if the related Notice of Borrowing was delivered at least one Business Day prior to such date, 2:00 p.m., New York City time, and (B) if the related Notice of Borrowing was delivered on such date, no later than the close of business on such date, (x) an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such LenderLende’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lende’s Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lende’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrowe’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default.

Appears in 1 contract

Sources: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender AgentLenders, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan AdvanceFacility Servicer, no later than 2:00 p.m. three two Business Days’ Days immediately prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to Advance (or such shorter period of time agreed to by 10:00 am on the same Business Day of) Lenders and the Administrative Agent in their sole discretion); provided that if the proposed date of such the initial Advance (which shall be a Business Day)is the Closing Date, in the form of a Notice of Borrowing; provided that Borrowing with respect to the Borrower shall not request same day funding more than once in any Monthinitial Advance may be delivered on the Closing Date. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Quarterly LTV Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specifycertify: (i) the aggregate amount of such Advance, which amount shall must be at least equal to $250,000; (ii) that such Advance would not cause (A) the aggregate Advances made hereunder (without giving effect to any repayment or prepayment thereof) to exceed the Total Facility Amount or (B) the Advances Outstanding to exceed the Borrowing Base; provided that Base (after giving effect to such Advance and any Transfer effectuated from the amount use of proceeds thereof) and a calculation of the Borrowing Base as of such Advance must be at least equal date has been included in the Notice of Borrowing with respect to $500,000 (or its Dollar Equivalent)such Advance; (iiiii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) the proposed Currency of such Advance; (iv) during detailed instructions as to where the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale deposited or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvementtransferred; and (v) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. satisfied or will be satisfied on the proposed date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may Lenders will make Advances at the request that of the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, no later than (i) 10:00 a.m. at the same Business Day on which such Advance is to be made with respect to a proposed Base Rate Advance, (ii) 11:00 a.m. at least three Business Days before the Business Day on which such Advance is to be made with respect to a Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (iiiii) 11:00 a.m. at least two Business Days before the Business Day on which such Advance is to be made with respect to all any other proposed AdvancesLIBOR Advance; provided that, no if such Notice of Borrowing is delivered later than 2:00 p.m. time set forth above on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a such Notice of Borrowing; provided that Borrowing shall be deemed to have been received on the Borrower shall not request same day funding more than once in any Monthfollowing Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and the current Loan Tape, and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)250,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Type and Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (v) with respect to an Advance proposed to be funded in connection with the Pledge of a Loan Asset, (1) a written certification of the Borrower demonstrating that such Advance resulted in, or results in, Collateral Quality Maintenance, determined as of the proposed Cut-Off Date; and (2) if such Loan Asset is a Foreign Currency Loan Asset, a calculation of the Foreign Currency Excess Tests after giving effect to such Advance. (vi) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Revolving Loan Asset or Delayed Drawdown Loan Asset funded by such Advance, if applicable; and (vii) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerAdministrative Agent, either (x) make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into Administrative Agent and the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender Administrative Agent shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writingwriting or (y) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account, and provided, further, that in no event shall the Administrative Agent have any obligation to fund any Lender’s Pro Rata Share of an Advance not funded by a Lender hereunder. (c) The Advances Each Advance shall bear interest at the Yield Rate; provided that the Borrower hereby requests that the Lenders convert any Base Rate Advance into a LIBOR Advance as soon as practicable (and, unless Eurodollar Disruption Event has occurred, in any event within three Business Days) of Advance Date for such Base Rate Advance, and the Administrative Agent agrees to provide the Borrower will prompt notice of such conversion. (d) Subject to Section 2.18 2.17 and the other terms, conditions, provisions and limitations set forth hereinherein (including the payment of the Call Protection Payment, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, provided that the repayment of any Foreign Currency Advance shall be made solely in the related such Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances any Advance at LIBOR, shall be conclusive absent manifest error. (f) Notwithstanding anything to the contrary herein (including, the occurrence of an Event of Default (other than the occurrence of a Bankruptcy Event with respect to the Borrower) or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Revolving Period an Unfunded Exposure Amount Shortfall exists, the Borrower shall request an Advance in the amount of such Unfunded Exposure Amount Shortfall. Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower. (g) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Security Agreement (FS Investment CORP)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections Section 2.01 and this Section 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three at least one (1) Business Days’ prior Day before the Business Day on which the Advance is to the proposed date be made; provided that, if such Notice of such Advance, and (ii) with respect to all other proposed Advances, no Borrowing is delivered later than 2:00 p.m. on the such Business Day immediately prior Day, such Notice of Borrowing shall be deemed to (or by 10:00 am have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)1,000,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be deposited into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset and any Revolving Loan Asset funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, (x) an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which Principal Collection Subaccount or (y) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Borrower has designated Collateral Agent into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance equal to such Lender's Pro Rata Share of the Unfunded Exposure Amount Shortfall in writingthe same day funds to the Unfunded Exposure Account. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), on and after the Closing Date and prior to the end of the Revolving Period the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currencypremium. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder (f) If, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the "Unfunded Exposure Amount Shortfall"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b).

Appears in 1 contract

Sources: Loan and Servicing Agreement (CION Investment Corp)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, no later than noon on (i) with respect to a the proposed Foreign Currency Loan AdvanceAdvance Date for Dollar Advances, no later than 2:00 p.m. three (ii) the Business Days’ Day prior to the proposed date Advance Date for CAD Advances, Euro Advances and GBP Advances (or such shorter period as agreed to from time to time by the Administrative Agent and each of such Advance, the Lenders) and (iiiii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately two (2) Business Days prior to (or by 10:00 am on the same Business Day of) the proposed date Advance Date for AUD Advances; provided that, if such Notice of such Advance (which shall be a Business Day)Borrowing is delivered later than noon, in the form case of a an Advance made in Dollars, such Notice of Borrowing; provided that Borrowing shall be deemed to have been received on the Borrower shall not request same day funding more than once in any Monthfollowing Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000 (or its Dollar Equivalent)in such Eligible Currency; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; provided that, in connection with any Notice of Borrowing in respect of the acquisition by the Borrower of a loan asset constituting a newly originated loan, where the related Advance is to be remitted to the Principal Collection Subaccount, the conditions set forth in Section 3.02(a)(ii) shall not apply, excepting that, notwithstanding the foregoing, the requirements set forth in the proviso of Section 3.02(a)(ii) shall apply; (iv) the amount of cash that will be funded by the Originator into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset funded by such Advance, if applicable; (v) whether such Advance should be remitted to the Principal Collection Subaccount, the Unfunded Exposure Account, or (subject to completion of customary “know your customer” and anti-money laundering and sanctions diligence), the account of the Originator or a Securitization Subsidiary; and (vi) the proposed Eligible Currency of such Advance. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day fundsby (A) if the related Notice of Borrowing was delivered at least one Business Day prior to such date, 2:00 p.m., New York City time, and (B) if the related Notice of Borrowing was delivered on such date, no later than the close of business on such date, (x) an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default.

Appears in 1 contract

Sources: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Administrative Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral CustodianServicer, (i) with respect to a proposed Foreign Currency Loan Advancefor Advances in Dollars, no later than 2:00 p.m. three (3) U.S. Government Securities Business Days’ Days prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to Advance (or such shorter period of time agreed to by 10:00 am on the same Business Day of) Administrative Agent and the proposed date of such Advance (which shall be a Business DayMajority Lenders), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: certify as to the following: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (1,000,000 or its Dollar Equivalent); a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Business Day); (iii) no Event of Default or Market Trigger Event has occurred and is continuing as of the date of the Notice of Borrowing or will occur from such Advance, ; (iv) detailed wire instructions as to where the related Fixed Period (it being understood that if notice proceeds of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed are to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale deposited or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvementtransferred; and and (v) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfiedsatisfied or waived, as applicable. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance. The Lenders shall make the Advance on the terms and conditions set forth herein. No later than 1:00 p.m. 12:00 p.m., on the date Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders or the Servicer, as applicable, from the BorrowerAdministrative Borrower in accordance with the Notice of Borrowing, make available to (x) the BorrowerCo‐Borrowers or (y) the Administrative Agent, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received as determined by the Lender Agent for such Lenders from the Borrower, make available to the BorrowerMajority Lenders, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Administrative Borrower (if clause (x) of this clause (b) is applicable) or the Administrative Agent (if clause (y) of this clause (b) is applicable), most recently designated by it for such purpose by notice to the Lenders. If clause (y) of this clause (b) is applicable, then upon receipt of all requested funds, the Administrative Agent will make such Advance available to the account(s) of the Co‐Borrower(s) to which the proceeds of such Borrowing should be transferred in same day funds by promptly wiring the amounts so received, in like funds, to an account designated in the applicable Notice of Borrowing. Notwithstanding the foregoing, in the event that Lenders fund the Advance directly to the Co‐Borrowers on the Closing Date, then unless Administrative Borrower has designated notified the Administrative Agent in writing.writing (which notification may be by email) by not later than 5:00 p.m. on the Closing Date that it has not received such funds pursuant to the Notice of Borrowing USActive 58800445.158806140.10 -43- SK 28388 0001 10656366 v3 (c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Co‐ Borrowers shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder. (d) [Reserved]. (e) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower Co‐Borrowers may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after (except as expressly set forth herein) during the Closing Date and prior to the end of the Revolving Availability Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (White Mountains Insurance Group LTD)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender Agentthe Lenders, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan AdvanceFacility Servicer, no later than 2:00 p.m. three 11:00 a.m. two Business Days’ Days immediately prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include must be accompanied by (i) a duly completed Borrowing Base Certificate (updated to for the date such Term Loan Series under which the requested Advance is requested to be made, (ii) a Portfolio LTV Certificate (each of such Borrowing Base Certificate and Portfolio LTV Certificate as giving pro forma effect 38 to the Advance requested and the use of the proceeds thereof)) and (iii) if the proceeds of such Advance are to be used in connection with the Transfer of an Eligible Portfolio Asset, a Portfolio Asset Certificate, and shall specify: (i) the aggregate Term Loan Series under which such Advance is to be made; (ii) the amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)1,000,000 but not exceeding the Maximum Availability for such Term Loan Series; (iiiii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) the proposed Currency of such Advance; (iv) during if the continuance of any CQT Non-Qualification Period and with respect to an applicable Eligible Portfolio Asset against which such Advance is requested is proposed to be funded in connection with Related to more than one Term Loan Series, the addition Term Loan Series to which such Eligible Portfolio Asset is proposed to be Related and the portion of a Loan such Eligible Portfolio Asset to be allocated to each such Term Loan Series; (v) if to an account other than the Collateral Portfolio (whether by sale or contribution)Operating Account, a written certification the location and number of the Servicer demonstrating that such Advance results in Collateral Quality ImprovementBorrower’s account to which funds are to be disbursed; and (vvi) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfiedsatisfied or will be satisfied on the proposed date of such Advance. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance, and each Lender shall make the Advance on the terms and conditions set forth herein. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share (for the applicable Term Loan Series) of such Advance, by payment into the account which the Borrower has designated in writing. Any funds held by the Administrative Agent shall be held uninvested. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share (for the applicable Term Loan Series) of any Advance shall be is several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligations hereunder. In no event shall the Administrative Agent have any liability or obligation hereunderto fund any Advance.

Appears in 1 contract

Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)

Procedure for Advances. (a) On any Business Day during Subject to the Revolving Period (unless a Suspension Period)limitations set forth in Section 2.01, the Borrower may request that an Advance from the Lenders, in an aggregate amount up to the Availability as of such date, by delivering at the specified times the information and documents set forth in this Section 2.02. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereofrespect thereto. (b) Each The Borrower (or the Collateral Manager on its behalf) shall deliver a Collateral Manager Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower Date Report to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior 11:00 a.m. (i) (c) On the proposed Advance Date, subject to the proposed date of such Advance, limitations set forth in Section 2.01 and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent); (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, shall make available to the Borrower, Administrative Agent in same day funds, an amount equal to at such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has bank or other location reasonably designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available time to the Borrower, in same day fundstime, an amount equal allocated to such the Lender’s Pro Rata Share of the least of (A) the amount requested by the Borrower for such Advance, by payment into (B) the account which aggregate unused Commitments then in effect and (C) an amount equal to the maximum amount that would not result in any Borrowing Base Deficiency on such Advance Date (after giving effect to the use of such Advance for the purchase of Eligible Collateral Assets) and (ii) the Administrative Agent shall make the aggregate amount received from the Lenders available to the Borrower has in the applicable Principal Collection Account at such bank or other location reasonably designated by Borrower in writing. (c) The Advances shall bear interest at the Yield RateNotice of Borrowing given pursuant to this Section 2.02. (d) On each Advance Date, the obligation of each Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder. (e) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Reinvestment Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default), if, upon the earlier to occur of the end of the Reinvestment Period or the Commitment Termination Date, the amount on deposit in the Unfunded Reserve Account is less than the aggregate of all Net Aggregate Exposure Amounts, the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.covenants and agrees to fund in

Appears in 1 contract

Sources: Loan and Servicing Agreement (KKR Enhanced US Direct Lending Fund-L Inc.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent, the Calculation Agent and each Lender AgentInitial Lender, with a copy to each Lender, other than the Collateral Agent Initial Lender and the Collateral Custodianits Affiliates, (i) with respect to a proposed Foreign Currency Loan Advancefor, Advances in U.S. Dollars, no later than 2:00 1:00 p.m. three two (2) Business Days’ Days prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to Advance (or such shorter period of time agreed to by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business DayLenders in their sole discretion in connection with any Advance), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)and the Advance will be funded in U.S. Dollars; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) with respect to any Advance other than the proposed Currency Initial Advance, the purpose for which the proceeds of such AdvanceAdvance are to be used, as permitted by this Agreement; (iv) during if the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded used to fund a Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies; (v) if the proceeds of such Advance are to be used in connection with the addition Transfer of a Portfolio Asset (A) a description of such Portfolio Asset, (B) whether such Portfolio Asset is a Delayed Draw Portfolio Asset, and if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut-Off Date therefor, (C) whether such Portfolio Asset is an Eligible Portfolio Asset, and if such Portfolio Asset is an Eligible Portfolio Asset, whether it is a Senior Loan, a Junior Loan, an Asset Based Loan, a Recurring Revenue Loan, or a Senior Note and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset Checklist substantially in the form of Exhibit C; (vi) detailed instructions as to where the Collateral Portfolio (whether by sale or contribution), a written certification proceeds of the Servicer demonstrating that such Advance results in Collateral Quality Improvementare to be deposited or transferred; (vii) whether such Advance will be a Base Rate Loan or a Benchmark Loan; and (vviii) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfied. No later . (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders (other than 1:00 p.m. the Initial Lender) of the requested Advance, and each Lender shall make the Advance on the date terms and conditions set forth herein. On the Advance Date of each such Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s ▇▇▇▇▇▇'s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. The Account Bank shall provide notice to the Administrative Agent upon receipt of each Lender's Pro Rata Share of such Advance. (c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at not relieve any other Lender of its obligations hereunder. In no event shall the Yield RateAdministrative Agent have any liability or obligation to fund any Advance. (d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of during the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination Each conversion of Advances from the Benchmark to the Base Rate or from the Base Rate to the Benchmark shall be made upon the Borrower's irrevocable written notice to the Administrative Agent, Calculation Agent and Initial Lender. Each such notice must be received by the Administrative Agent, Calculation Agent or any and Initial Lender Agent of not later than (i) 1:00 p.m. three (3) Business Days prior to the existence requested date of any Eurodollar Disruption Event conversion to Benchmark Loans or (any such determination to be communicated ii) 1:00 p.m. one Business Day prior to the Borrower by written notice from requested date of any conversion of Benchmark Loans to Base Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and shall be deemed to be approved by the Lenders. Each notice by the Borrower pursuant to this Section 2.02(e) must be made by delivery to the Administrative Agent, Calculation Agent and Initial Lender of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Advance of, or conversion to, Benchmark Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof, or if less, the remainder of the Advance. Each Advance of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or if less, the remainder of the Advance. Each notice of conversion shall specify (i) whether the Borrower is requesting a conversion, (ii) the requested date of the conversion (which shall be a Business Day) and (iii) the principal amount of Advances to be converted. Following receipt of such notice, the Calculation Agent shall determine the amount of Advances for each Lender Agent promptly after and provide notice of same to the Administrative Agent or who shall promptly provide such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest errornotice to each Lender. (f) Except as otherwise provided herein, a Benchmark Loan may be converted only on the last day of an Interest Period for such Benchmark Loan. (g) The obligation Administrative Agent shall promptly notify the Borrower, the Calculation Agent and the Lenders of each Liquidity Bank the interest rate applicable to any Interest Period for Benchmark Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower, the Calculation Agent and Institutional Lender to remit its Pro Rata Share the Lenders of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available change to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender Prime Rate used in determining the Base Rate promptly following the public announcement of its obligation hereundersuch change.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Carlyle Secured Lending III)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender AgentLenders, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan AdvanceFacility Servicer, no later than 2:00 p.m. three two Business Days’ NAI-1528532842v5 Days immediately prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to Advance (or such shorter period of time agreed to by 10:00 am on the same Business Day of) Lenders and the Administrative Agent in their sole discretion); provided that if the proposed date of such the initial Advance (which shall be a Business Day)is the Closing Date, in the form of a Notice of Borrowing; provided that Borrowing with respect to the Borrower shall not request same day funding more than once in any Monthinitial Advance may be delivered on the Closing Date. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Quarterly LTV Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specifycertify: (i) the aggregate amount of such Advance, which amount shall must be at least equal to $250,000; (ii) that such Advance would not cause (A) the aggregate Advances made hereunder (without giving effect to any repayment or prepayment thereof) to exceed the Total Facility Amount or (B) the Advances Outstanding to exceed the Borrowing Base; provided that Base (after giving effect to such Advance and any Transfer effectuated from the amount use of proceeds thereof) and a calculation of the Borrowing Base as of such Advance must be at least equal date has been included in the Notice of Borrowing with respect to $500,000 (or its Dollar Equivalent)such Advance; (iiiii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceDay); (iii) the proposed Currency of such Advance; (iv) during detailed instructions as to where the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale deposited or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvementtransferred; and (v) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. satisfied or will be satisfied on the proposed date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance hereunder shall be made upon delivery on the requested date of an Advance upon the Borrowers’ irrevocable request for an Advance from written notice in the Borrower form of Annex B (the “Borrowing Request”) delivered to the Administrative Agent and each Lender AgentManaging Agent in accordance with Section 12.2 by 2:00 p.m., with a copy New York, New York time, at least three (3) Business Days before the requested date of an Advance, which notice shall specify: (i) the amount requested to be paid to the Collateral Agent Borrowers (such amount, which shall not be less than $1,000,000 and the Collateral Custodian, (ishall be in integral multiples of $100,000 in excess thereof) with respect to a proposed Foreign Currency Loan each Lender Group in connection with such Advance, no later than 2:00 p.m. three Business Days’ prior the portion thereof allocated to each Borrower and the proposed bank account for each Borrower to which the funds are to be remitted; (ii) the date of such Advance, ; and (iiiii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma calculation of the Advance Principal Balance of each Lender after giving effect to the increase in Aggregate Advance requested and the use of the proceeds thereof), and shall specify:Principal Balance resulting from such Advance. (ib) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent); (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on On the date of each AdvanceAdvance hereunder, each applicable Conduit Lender or Committed Lender, as the case may be in accordance with Section 2.1(a), shall, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date Section 3.2 and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerExhibit II, make available to the Borrower, Borrowers in same day funds, at the account for each Borrower designated in writing by the Borrowers to the Administrative Agent and each Managing Agent in the Borrowing Request, an amount equal to the portion of Advance Principal Balance to be funded by such Lender (as determined in accordance with Sections 2.1(a) and 2.2(b)). (c) Each Committed ▇▇▇▇▇▇’s obligations hereunder shall be several, such that the failure of any Committed Lender to make a payment in connection with any Advance hereunder shall not relieve any other Committed Lender of its obligation hereunder to make payment for any Advance. (d) The Borrowers may, with the written consent of the Administrative Agent (which consent may be at the Administrative Agent’s sole discretion), (i) add additional financial institutions as Lenders (including by creating new Lender Groups) or (ii) subject to Section 2.1(d), cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Aggregate Commitment. Each new Lender (or Lender Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Borrowers, an Assumption Agreement in the form of Annex E hereto (which Assumption Agreement shall, in the case of any new Lender or Lenders, be executed by each Person in such new Lender’s Commitment Percentage Lender Group). (e) The Borrowers and the Administrative Agent acknowledge that the Advances made by any ▇▇▇▇▇▇ identified on Exhibit VI hereto (a “Tranched Advance Lender”) shall, to the extent so specified on Exhibit VI hereto, be deemed to consist of a “Class A” interest in such Advances and a “Class B” interest in such Advances. The Class B interest shall be subordinate to the Class A interest. Except as specifically set forth herein, none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall have any obligations under this Agreement or any other Transaction Document with respect to the tranching of the Advances made by any Tranched Advance Lender into Class A interests and Class B interests or any other matter related thereto; provided, that, in no event shall the obligations of the Borrowers under the Transaction Documents be increased or decreased in any respect as a result thereof. A Tranched Advance Lender’s (i) Class A interest shall initially consist of the “Class A Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder and (ii) Class B interest shall initially consist of the “Class B Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder; provided, that, any Tranched Advance Lender may upon notice to its Managing Agent and the Administrative Agent ▇▇▇▇▇▇ the percentages of its Advances constituting Class A interests and Class B interests, respectively, so long as the respective percentages equal 100% of such Advance▇▇▇▇▇▇’s Advances. The Administrative Agent, the Servicer and the Borrowers acknowledge that (i) all payments of the portion of Aggregate Advance Principal Balance owing to any Tranched Advance Lender on each Settlement Date in respect of the Advances made by payment into such Tranched Advance Lender hereunder shall be deemed to be allocated (x) first to such Tranched Advance Lender’s Class A interest, until the account which principal amount of the Borrower has designated in writingClass A interest is reduced to zero and (y) second to such Tranched Advance Lender’s Class B interest, until the Class B interest is reduced to zero, and (ii) during all payments constituting interest made to such Tranched Advance Lender on each Settlement Date in respect of the Delayed Funding PeriodAdvances made by it hereunder shall be deemed to be allocated to such Tranched Advance Lender’s Class A interest and such Tranched Advance Lender’s Class B interest, each Conduit Lender maypro rata, or based on the related Liquidity Banks outstanding principal amount of such Tranched Advance Lender’s Class A interest and Institutional Lender shall (Class B interest on such Settlement Date. It is understood and agreed that, notwithstanding anything in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available this Agreement to the Borrowercontrary, in same day funds, an amount equal to such Lender’s Pro Rata Share (i) none of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth hereinBorrowers, the Borrower may borrowServicer, repay or prepay and reborrow Advances without any penaltythe Performance Guarantor, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of other Secured Party shall be responsible for the existence calculation of any Eurodollar Disruption Event amounts due to any Tranched Advance Lender’s Class A interest or Class B interest, respectively, or the outstanding amount of any Tranched Advance Lender’s Class A interest or Class B interest and such amounts shall not appear on any monthly report or other report provided by the Administrative Agent, the Servicer or the Borrowers and (any such determination to be communicated ii) the Servicer shall send one combined payment to the Borrower by written notice from applicable Managing Agent for any Tranched Advance Lender(s) representing amounts due to the Administrative Agent or Lenders in such Lender Agent promptly after Group on the Administrative Agent or such Lender Agent learns of such event)related Settlement Date to the extent provided for in, or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBORand in accordance with, shall be conclusive absent manifest errorthis Agreement. (f) The obligation Each of each Liquidity Bank and Institutional Lender the parties hereto intends that no Advance hereunder shall constitute, or be deemed to remit its Pro Rata Share constitute, a “security” under U.S. securities Laws or within the meaning of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunderUCC.

Appears in 1 contract

Sources: Receivables Financing Agreement (Herc Holdings Inc)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Lenders, the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three 11:00 a.m. at least one (1) Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Day before the Business Day immediately prior on which the Advance is to (or by 10:00 am be made; provided that, if such Notice of Borrowing is delivered later than 11:00 a.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Principal Collection Account or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, (x) an amount equal to such Lender’s Commitment Percentage 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the Principal Collection Account (or, prior to the occurrence of an Event of Default, otherwise the account which the Borrower has designated in writing, and ) or (iiy) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the "Unfunded Exposure Amount Shortfall"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower's failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default.

Appears in 1 contract

Sources: Loan and Servicing Agreement (AGTB Private BDC)

Procedure for Advances. (a) On During the Reinvestment Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an by irrevocable request for an Advance written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 2:00 p.m. on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall not request same day funding more than once in any Monthprovide electronic copies of all Loan Agreements and other loan documents and information with respect to each proposed Loan Asset, if any, to a website that the Administrative Agent has approved and to which the Administrative Agent and each Lender Agent have access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (viii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth hereinherein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Reinvestment Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent W▇▇▇▇ Fargo of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Business Development Corp of America)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Administrative Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral CustodianServicer, (i) with respect to a proposed Foreign Currency Loan Advancefor Advances in Dollars, no later than 2:00 p.m. three (3) U.S. Government Securities Business Days’ Days prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to Advance (or such shorter period of time agreed to by 10:00 am on the same Business Day of) Administrative Agent and the proposed date of such Advance (which shall be a Business DayMajority Lenders), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: certify as to the following: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (1,000,000 or its Dollar Equivalent); a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Business Day); (iii) no Event of Default or Market Trigger Event has occurred and is continuing as of the date of the Notice of Borrowing or will occur from such Advance, ; (iv) detailed wire instructions as to where the related Fixed Period (it being understood that if notice proceeds of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed are to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale deposited or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvementtransferred; and and (v) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfiedsatisfied or waived, as applicable. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance. The Lenders shall make the Advance on the terms and conditions set forth herein. No later than 1:00 p.m. 12:00 p.m., on the date Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders or the Servicer, as applicable, from the BorrowerAdministrative Borrower in accordance with the Notice of Borrowing, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing.-44- USActive 58806140.10 -44-60444631.4 SK 28388 0001 10656366 v3 (c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Co‐ Borrowers shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder. (d) [Reserved]. (e) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower Co‐Borrowers may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after (except as expressly set forth herein) during the Closing Date and prior to the end of the Revolving Availability Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (White Mountains Insurance Group LTD)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from For each Advance, the Borrower shall deliver a written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Administrator, the Collateral Agent and the Collateral Custodian, no later than 10:00 a.m. (i) with respect to in the case of a proposed Foreign Currency Loan Dollar Advance, no later than 2:00 p.m. three at least one (1) U.S. Government Securities Business Days’ prior Day before the U.S. Government Securities Business Day on which the Advance is to the proposed date of such Advancebe made, and or (ii) with respect to all other proposed Advancesin the case of an Alternative Currency Advance, no later than 2:00 p.m. on two (2) Business Days before the Business Day immediately prior on which such Alternative Currency Advance is to (be made; provided that, if such Notice of Borrowing is delivered later than 10:00 a.m. on such U.S. Government Securities Business Day or by 10:00 am Business Day, as applicable, such Notice of Borrowing shall be deemed to have been received on the same following U.S. Government Securities Business Day of) the proposed date of such Advance (which shall be a or Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Monthas applicable. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 1,000,000 (or such smaller amount as the Administrative Agent may consent to in its Dollar Equivalentsole discretion); (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such AdvanceEligible Currency; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof shall have been satisfied. No satisfied as of such date or not later than 1:00 the proposed date of such Advance; |US-DOCS\148390876.14|| (v) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable; and (vi) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out-of-pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, (x) an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the "Unfunded Exposure Amount Shortfall"). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding |US-DOCS\148390876.14|| anything to the contrary herein (including, without limitation, the Borrower's failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Diameter Credit Co)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent and each Lender AgentLenders, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan AdvanceFacility Servicer, no later than 2:00 p.m. three two (2) Business Days’ Days immediately prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to Advance (or such shorter period of time agreed to by 10:00 am on the same Business Day of) Administrative Agent and the Lenders in their sole discretion); provided that if the proposed date of such the Initial Advance (which shall be a Business Day)is the Closing Date, in the form of a Notice of Borrowing; provided that Borrowing with respect to the Borrower shall not request same day funding more than once in any MonthInitial Advance may be delivered on the Closing Date. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specifycertify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (5,000,000 or its Dollar Equivalent)a whole multiple of $1,000,000 in excess thereof, or if less, the remainder of the Commitments; (ii) that such advance would not cause (i) the proposed aggregate Advances Outstanding to exceed the Maximum Availability on such date or (ii) the LTV to exceed 25% on such date (after giving effect to any Transfer effectuated from the use of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice proceeds thereof and any substantially concurrent Sale of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR AdvanceEligible Portfolio Assets and/or any prepayment of Advances); (iii) the proposed Currency date of such AdvanceAdvance (which must be a Business Day); (iv) during the continuance of any CQT Non-Qualification Period and whether such Advance is to be an ABR Advance or a LIBOR Advance; (v) with respect to an any Advance proposed other than the Initial Advance, whether the proceeds of such Advance are to be funded used (A) to finance the Transfer of Eligible Portfolio Assets, (B) to fund Delayed Draws as permitted by this Agreement, (C) to pay fees and expenses of Holdings and the Borrower in connection with the addition transactions contemplated by this Agreement and any Underlying Agreement, including brokers fees, or (D) to make Restricted Junior Payments to Holding expressly permitted hereunder; (vi) if the proceeds of such Advance are to be used to fund a Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Loan Asset to which it applies; (vii) if the Collateral proceeds of such Advance are to be used in connection with the Transfer of Portfolio Asset, (A) a description of such Portfolio Asset and whether by sale or contribution)such Portfolio Asset is a Delayed Draw Loan Asset, (B) if such Portfolio Asset is a written certification Delayed Draw Loan Asset, the maximum amount of Delayed Draws that may be made thereunder after the Servicer demonstrating applicable Cut-Off Date, and (C) that such Portfolio Asset is an Eligible Portfolio Asset, in each case by delivering an updated Portfolio Asset Schedule; (viii) detailed instructions as to where the proceeds of such Advance results in Collateral Quality Improvementare to be deposited or transferred; and (vix) a representation that all conditions precedent for an such Advance described in Article III hereof have been satisfiedsatisfied or will be satisfied on the proposed date of such Advance. If the Borrower does not make an election as to whether an Advance is to be an ABR Advance or a LIBOR Advance, then the requested Advance will be a LIBOR Advance. (b) Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall notify the Lenders of the requested Advance and each Lender shall make the Advance on the terms and conditions set forth herein. No later than 1:00 p.m. 11:00 a.m. on the date Advance Date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Administrative Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the BorrowerAdministrative Agent, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which most recently designated by it for such purpose by notice to the Lenders. Upon receipt of all requested funds, the Administrative Agent will make such Advance available to the Borrower has in same day funds by promptly wiring the amounts so received, in like funds, to the account designated by the Borrower in writingthe applicable Notice of Borrowing. Any funds held by the Administrative Agent shall be held uninvested. (c) The Advances obligation of each Lender to remit its Pro Rata Share of any Advance is several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall bear interest at the Yield Ratenot relieve any other Lender of its obligations hereunder. (d) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after during the Closing Date and prior to the end of the Revolving Availability Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Business Development Corp of America)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and 2.01and 2.02and subject to the provisions of Article III hereofIIIhereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from For each Advance, the Borrower shall deliver a written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Administrator, the Collateral Agent and the Collateral Custodian, no later than 10:00 a. m. (i) with respect to in the case of a proposed Foreign Currency Loan Dollar Advance, no later than 2:00 p.m. three at least one (1) U.S. Government Securities Business Days’ prior Day before the U.S. Government Securities Business Day on which the Advance is to the proposed date of such Advancebe made, and or (ii) with respect to all other proposed Advancesin the case of an Alternative Currency Advance, no later than 2:00 p.m. on two (2) Business Days before the Business Day immediately prior on which such Alternative Currency Advance is to (be made; providedthat, if such Notice of Borrowing is delivered later than 10:00 a.m. on such U.S. Government Securities Business Day or by 10:00 am Business Day, as applicable, such Notice of Borrowing shall be deemed to have been received on the same following U.S. Government Securities Business Day of) the proposed date of such Advance (which shall be a or Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Monthas applicable. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 1,000,000 (or such smaller amount as the Administrative Agent may consent to in its Dollar Equivalentsole discretion); (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such AdvanceEligible Currency; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof IIIhereof shall have been satisfied. No satisfied as of such date or not later than 1:00 the proposed date of such Advance; (v) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable; and (vi) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out-of-pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, (x) an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account which the Borrower has designated in writing. Principal Collection Subaccount or (cy) The Advances shall bear interest at the Yield Rate. (d) Subject an amount equal to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Lender's Pro Rata Share of any such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be several from that of allocated ratably to each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.in accordance with their respective Lender's Pro Rata Share as in effect before such

Appears in 1 contract

Sources: Loan and Servicing Agreement (Diameter Credit Co)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (viv) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks Banks, as applicable, and the Institutional Lender Lenders shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share ratable share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Solar Senior Capital Ltd.)

Procedure for Advances. (a) On During the Reinvestment Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an by irrevocable request for an Advance written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to (or by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business Day), in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 2:00 p.m. on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall not request same day funding more than once in any Monthprovide electronic copies of all Loan Agreements and other loan documents and information with respect to each proposed Loan Asset, if any, to a website that the Administrative Agent has approved and to which the Administrative Agent and each Lender Agent have access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (viii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth hereinherein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Reinvestment Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent ▇▇▇▇▇ Fargo of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Business Development Corp of America)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from For each Advance, the Borrower shall deliver a written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three 10:00 a.m. at least two (2) Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Days before the Business Day immediately prior on which the Advance is to (or by be made; provided that, if such Notice of Borrowing is delivered later than 10:00 am a.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)1,000,000; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such AdvanceEligible Currency; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (v) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan funded by such Advance, if applicable; and (vi) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account. No Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 1:00 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out of pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (iix) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default. (g) Notwithstanding anything to the contrary herein, to the extent that an Advance is made on an Advance Date in anticipation of the settlement of an Eligible Loan Asset and the transfer by the Transferor of the applicable Loan Asset and Related Asset has not settled on such Advance Date, the proceeds of such Advance shall remain on deposit in the Principal Collection Account until paid to settle such transfer or repaid in accordance with Section 2.16, and pending such settlement or repayment, no failure of transfer shall be deemed to have occurred.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Apollo Debt Solutions BDC)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Administrator, the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three at least one (1) Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Day before the Business Day immediately prior on which the Advances are to (or by 10:00 am be made; provided that, if such Notice of Borrowing is delivered later than the applicable time set forth above, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: : (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 1,000,000 (or such smaller amount as the Administrative Agent may consent to in its Dollar Equivalentsole discretion); ; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); ; (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof shall have been satisfied. No satisfied as of such date or no later than 1:00 p.m. on the proposed date of such Advance; (iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable;and (v) whether such Advance should be remitted to the Principal Collection SubaccountAccount or the Unfunded Exposure Account. (c) On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, (x) an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection SubaccountAccount or (y) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which the Borrower has designated fails to remit its Pro Rata Share in writing.connection (cd) The Advances Each Advance shall bear interest at the applicable Yield Rate. (de) Subject to Section 2.18 2.04 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (g) If, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the aggregateAggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.01, notwithstanding anything to the contrary herein (including, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default related to a Bankruptcy Event with respect to theBorrower.

Appears in 1 contract

Sources: Loan and Servicing Agreement (FS KKR Capital Corp)

Procedure for Advances. (a) On During the Reinvestment Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each LIBOR Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 1:00 p.m. at least three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Days before the Business Day immediately prior on which the LIBOR Advance is to (or by 10:00 am be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day). For each Base Rate Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender no later than 11:00 a.m. on the Business Day on which such Base Rate Advance is to be made; provided that if such Notice of Borrowing is delivered later than 11:00 a.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall not request same day funding more than once in any Monthpost all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to a Deal Interactive (or other replacement) website to which the Administrative Agent and each Lender has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of Advance Date and whether such Advance and, if such Advance is to will be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to or a Fixed LIBOR Base Rate Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Advance Funding Account or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and either (iii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated Advance Funding Account or (ii) remit in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject same day funds an amount equal to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Lender’s Pro Rata Share of any such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall be several from that remit the Advance equal to such Lender’s Pro Rata Share of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available Unfunded Exposure Amount Shortfall in same day funds to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunderUnfunded Exposure Account.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Fifth Street Finance Corp.)

Procedure for Advances. (a) On During the Revolving Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance shall be made upon delivery of an irrevocable request for an Advance from For each Advance, the Borrower shall deliver a written notice in the form of a Notice of Borrowing to the Administrative Agent and each Lender AgentLender, with a copy to the Collateral Agent and the Collateral Custodian, no later than 12:00 p.m. (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 p.m. three at least one (1) Business Days’ prior to Day before the proposed date of such AdvanceAdvance Date for Dollar Advances, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on at least two (2) Business Days before the Business Day immediately prior on which the Advance is to be made for CAD Advances, Euro Advances, and GBP Advances or (or by 10:00 am on iii) at least three (3) Business Days before the same Business Day of) on which the proposed date Advance is to be made for AUD Advances; provided that, if such Notice of Borrowing is delivered later than 12:00 p.m. on such Advance (which shall be a Business Day), in the form case of a Dollar Advances, such Notice of Borrowing; provided that Borrowing shall be deemed to have been received on the Borrower shall not request same day funding more than once in any Monthfollowing Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof)) and an updated Loan Asset Schedule, and shall specify: (i) the proposed aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to the Dollar Equivalent of $500,000 (or its Dollar Equivalent)1,000,000 in such Eligible Currency; (ii) the proposed date of such Advance and, if such Advance is to be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash, if any, that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or Revolving Loan, as applicable, funded by such Advance, if applicable; (v) whether such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account; and (vi) the proposed Eligible Currency of such Advance. No Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 1:00 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out of pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay). On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the BorrowerNotice of Borrowing, either make available to the Borrower, in same day funds, an amount equal no later than 2:00 p.m. on such date (and amounts received after 2:00 p.m. will be deemed to such Lender’s Commitment Percentage of such Advance, by payment into have been received the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Groupfollowing Business Day), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, (x) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by payment the Collateral Agent into the account Principal Collection Subaccount or (y) an amount equal to such Lender’s Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender’s Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower has designated in writingshall have all rights available to the Borrower pursuant to Section 2.19. (c) The Advances Each Advance shall bear interest at the applicable Yield Rate. (d) Subject to Section 2.18 2.16 and the other terms, conditions, provisions and limitations set forth hereinherein (including, the payment of the Prepayment Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder. (f) Notwithstanding anything to the contrary herein (including, without limitation, the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, on the last day of the Revolving Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default; provided that no such Advance may cause the Advances Outstanding to exceed the Borrowing Base (Aggregate) and, as applicable for such Eligible Currency, the Borrowing Base (AUD), the Borrowing Base (CAD), the Borrowing Base (EUR) or the Borrowing Base (GBP), each as then in effect.

Appears in 1 contract

Sources: Loan and Servicing Agreement (HPS Corporate Lending Fund)

Procedure for Advances. (a) On any Business Day during the Revolving Period (unless a Suspension Period), the The Borrower may shall request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each an Advance shall be made upon by delivery of an irrevocable request for an Advance from the Borrower a Notice of Borrowing to the Administrative Agent, the Calculation Agent and each Lender AgentInitial Lender, with a copy to each Lender, other than the Collateral Agent Initial Lender and the Collateral Custodianits Affiliates, (i) with respect to a proposed Foreign Currency Loan Advancefor, Advances in U.S. Dollars, no later than 2:00 1:00 p.m. three two (2) Business Days’ Days prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on the Business Day immediately prior to Advance (or such shorter period of time agreed to by 10:00 am on the same Business Day of) the proposed date of such Advance (which shall be a Business DayLenders in their sole discretion in connection with any Advance), in the form of a Notice of Borrowing; provided that the Borrower shall not request same day funding more than once in any Month. Each Notice of Borrowing shall include must be accompanied by a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), ) and shall specify: : (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent); and the Advance will be funded in U.S. Dollars; (ii) the proposed date of such Advance and, if such Advance is to (which must be a Fixed LIBOR Business Day); (iii) with respect to any Advance other than the Initial Advance, the related Fixed Period (it being understood that if notice purpose for which the proceeds of such Advance is not provided at least two Business Days prior are to the proposed Cut-Off Datebe used, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to a Fixed LIBOR Advance); (iii) the proposed Currency of such Advance; as permitted by this Agreement; (iv) during if the continuance proceeds of any CQT Non-Qualification Period and with respect to an such Advance proposed are to be funded used to fund a Delayed Draw, the amount of such Delayed Draw and the Delayed Draw Portfolio Asset to which it applies; (v) if the proceeds of such Advance are to be used in connection with the addition Transfer of a Portfolio Asset (A) a description of such Portfolio Asset, (B) whether such Portfolio Asset is a Delayed Draw Portfolio Asset, and if such Portfolio Asset is a Delayed Draw Portfolio Asset, the maximum amount of Delayed Draws to be made thereunder after the Cut‐Off Date therefor, (C) whether such Portfolio Asset is an Eligible Portfolio Asset, and if such Portfolio Asset is an Eligible Portfolio Asset, whether it is a Senior Loan, a Junior Loan, an Asset Based Loan, a Recurring Revenue Loan, or a Senior Note and (D) the amount of the fees and expenses of the Fund, Holdings and the Borrower, as applicable, with respect thereto, in each case by delivering a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and (ii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely Checklist substantially in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent form of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Liquidity Bank and Institutional Lender and the failure of any Liquidity Bank or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.Exhibit C;

Appears in 1 contract

Sources: Loan and Servicing Agreement (Carlyle Secured Lending III)

Procedure for Advances. (a) On During the Reinvestment Period, the Lenders will make Advances on any Business Day during at the Revolving Period (unless a Suspension Period), request of the Borrower may request that the Lenders make AdvancesBorrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof. (b) Each Advance For each LIBOR Advance, the Borrower shall be made upon delivery of deliver an irrevocable request for an Advance from written notice in the Borrower form of a Notice of Borrowing to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, (i) with respect to a proposed Foreign Currency Loan Advance, no later than 2:00 1:00 p.m. at least three Business Days’ prior to the proposed date of such Advance, and (ii) with respect to all other proposed Advances, no later than 2:00 p.m. on Days before the Business Day immediately prior on which the LIBOR Advance is to (or by 10:00 am be made; provided that if such Notice of Borrowing is delivered later than 1:00 p.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received on the same Business Day of) the proposed date of such Advance (which shall be a following Business Day). For each Base Rate Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of BorrowingBorrowing to the Administrative Agent and each Lender no later than 11:00 a.m. on the Business Day on which such Base Rate Advance is to be made; provided that if such Notice of Borrowing is delivered later than 11:00 a.m. on such Business Day, such Notice of Borrowing shall be deemed to have been received on the following Business Day. The Borrower or the Servicer shall not request same day funding more than once in any Monthpost all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to a Deal Interactive (or other replacement) website to which the Administrative Agent and each Lender has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000 (or its Dollar Equivalent)500,000; (ii) the proposed date of Advance Date and whether such Advance and, if such Advance is to will be a Fixed LIBOR Advance, the related Fixed Period (it being understood that if notice of such Advance is not provided at least two Business Days prior to the proposed Cut-Off Date, then such Advance shall be a Daily LIBOR Advance for two Business Days following which the Advance shall convert to or a Fixed LIBOR Base Rate Advance); (iii) the proposed Currency of such Advance; (iv) during the continuance of any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), a written certification of the Servicer demonstrating that such Advance results in Collateral Quality Improvement; and (v) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; (iv) the amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and (v) whether such Advance should be remitted to the Advance Funding Account or the Unfunded Exposure Account. No later than 1:00 p.m. on On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, (i) on the Closing Date and during the Conforming Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall, in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the account which the Borrower has designated in writing, and either (iii) during the Delayed Funding Period, each Conduit Lender may, or the related Liquidity Banks and Institutional Lender shall (in each case, other than Delayed Funding Lenders and other members of a Delayed Funding Lender Group), in accordance with instructions received by the Lender Agent for such Lenders from the Borrower, make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated Advance Funding Account or (ii) remit in writing. (c) The Advances shall bear interest at the Yield Rate. (d) Subject same day funds an amount equal to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided, that the repayment of any Foreign Currency Advance shall be made solely in the related Foreign Currency. (e) A determination by the Administrative Agent or any Lender Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent or such Lender Agent promptly after the Administrative Agent or such Lender Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error. (f) The obligation of each Liquidity Bank and Institutional Lender to remit its Lender’s Pro Rata Share of any such Advance shall be several from that of each other Liquidity Bank and Institutional Lender and into the failure of any Liquidity Bank or Institutional Lender Unfunded Exposure Account, as applicable; provided that, with respect to so make such amount available an Advance funded pursuant to the Borrower shall not relieve any other Liquidity Bank or Institutional Lender of its obligation hereunder.Section

Appears in 1 contract

Sources: Loan and Servicing Agreement (Fifth Street Finance Corp)