Procedures for Advances. (a) On the terms and conditions hereinafter set forth, the Issuer may, by delivery of an Advance Request to the Initial Purchasers and the Trustee, from time to time, on any Business Day during the Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date. (b) Each Advance Request shall be delivered not later than 1:00 P.M. (New York time) on the date which is three (3) Business Days prior to the requested Advance Date; provided, however, that the Issuer may revoke an Advance Request upon written notice to the Initial Purchasers delivered not later than 3:00 P.M. (New York time) on the Business Day prior to the requested Advance Date. (c) Each Advance Request shall contain the following information: (i) the proposed Advance Date; (ii) the amount of the requested Advance; (iii) the Advance Availability for such Advance Date; (iv) the amount of Principal Proceeds to be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date; (v) the Advance Account to which the Advance should be funded; and (vi) a certification that, as of the related Advance Date, the conditions set forth in Section 3.1 hereof have been satisfied. (d) Each Advance Request must be accompanied by (i) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date). (e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date and (ii) satisfaction of the conditions set forth in Section 3.1 hereof.
Appears in 2 contracts
Sources: Note Funding Agreement (Horizon Technology Finance Corp), Note Funding Agreement (Horizon Technology Finance Corp)
Procedures for Advances. Borrower shall submit to Administrative Agent a request for the advance of proceeds of the Loans (a) On each, an "Advance", and the terms and conditions hereinafter set forthinitial Advance made on the date hereof, the Issuer may, by delivery of an Advance Request to the "Initial Purchasers and the Trustee, from time to time, on any Business Day during the Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date.
(bAdvance") Each Advance Request shall be delivered not no later than 1:00 P.M. 11:00 a.m. (New York time) on the date which is three (3) Business Days Days, prior to the requested Advance Date; provideddate the advance is to be made. Administrative Agent, howeverupon its receipt and approval of the request for advance, that the Issuer may revoke an Advance Request upon written notice to the Initial Purchasers delivered not will so notify all Lenders either by telephone or by facsimile. Not later than 3:00 P.M. 10:00 a.m. (New York time) on the Business Day date set for such advance, each Lender shall, through its Applicable Lending Office and subject to the conditions of this Agreement, make the amount to be advanced by it on such day available to Administrative Agent, at Administrative Agent's Office and in immediately available funds for the account of Borrower. The amount so received by Administrative Agent shall, subject to the conditions of this Agreement, be made available to Borrower, in immediately available funds, by Administrative Agent's crediting an account of Borrower designated by Borrower in its request for advance. Each Advance made pursuant to this Agreement shall be in an amount at least equal to $5,000,000 and in integral multiples of $100,000. All Advances made pursuant to this Agreement must be made on or prior to the requested date which is twelve (12) months from the date hereof. The Initial Advance Date.
made pursuant to this Agreement shall be in an amount at least equal to $16,000,000. Amounts advanced hereunder and repaid shall not be readvanced. Notwithstanding any other provisions hereof, the maximum amount available to be advanced hereunder shall be limited to $25,400,000 until such time as Administrative Agent has received reasonable evidence (cthe "Remediation Evidence") Each Advance Request shall contain that applicable "Governmental Authorities", as hereinafter defined, are satisfied that the following information:
environmental conditions identified in the Phase I Environmental Assessment dated October 12, 2001 prepared by EMG have been remediated such that no further action is required. In the event the Remediation Evidence is not received by the first anniversary of the date hereof (i) $600,000 shall be advanced from the proposed Advance Date;
Loan on said date and shall be deposited in an interest-bearing account with Administrative Agent to be held as additional collateral for the Loan until receipt of the Remediation Evidence and (ii) the full amount of the requested Advance;
(iii) the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds Loan shall be available to be withdrawn from the Collection Account and deposited drawn subject to the Principal Reinvestment Account on such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification that, as of the related Advance Date, the conditions set forth in Section 3.1 hereof have been satisfied.
(d) Each Advance Request must be accompanied by (i) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this of Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date and (ii) satisfaction of the conditions set forth in Section 3.1 4.01 hereof.
Appears in 2 contracts
Sources: Term Loan Agreement (Acadia Realty Trust), Term Loan Agreement (Acadia Realty Trust)
Procedures for Advances. (a) On In the terms and conditions hereinafter set forthcase of the making of any Advance or any termination, increase or reduction of the Facility Amount, the Issuer may, by delivery Borrower shall give the Administrative Agent a Borrower Notice. Each Borrower Notice shall specify the amount (subject to Section 2.1 hereof) of an Advance Request Advances to the Initial Purchasers be borrowed and the Trustee, from time to time, on any Funding Date (which shall be a Business Day during the Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance DateDay).
(b) Each Advance Request shall be delivered not later than 1:00 P.M. (New York time) on the date which is three (3) Business Days prior Subject to the requested Advance Date; providedconditions described in Section 2.1, however, that the Issuer Borrower may revoke request an Advance Request upon written notice from the Lenders by delivering to the Initial Purchasers delivered not later than 3:00 P.M. (New York time) on Administrative Agent at certain times the Business Day prior to the requested Advance Dateinformation and documents set forth in this Section 2.2.
(c) Each Advance Request No later than 11:00 a.m. (New York City time) on the proposed Funding Date (or, other than in the case of clause (i) below, such shorter period of time or later date as may be agreed to by the Required Lenders), the Administrative Agent, each Managing Agent, the Document Custodian and the Collateral Custodian, as applicable, shall contain receive or shall have previously received the following informationfollowing:
(i) a Funding Request in the form of Exhibit A (including a duly completed Borrowing Base Certificate as of the proposed Funding Date and giving pro forma effect to the Advance Date;requested and the use of proceeds thereof); and
(ii) the amount of the requested Advance;
(iii) the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds to a wire disbursement and authorization form shall be withdrawn from the Collection Account and deposited delivered to the Principal Reinvestment Account on such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification that, as of the related Advance Date, the conditions set forth in Section 3.1 hereof have been satisfiedAdministrative Agent and each Managing Agent.
(d) Each Advance Funding Request must shall specify the aggregate amount of the requested Advance, which shall be in an amount equal to more than $500,000. Each Funding Request shall be accompanied by (i) a Borrower Notice, depicting the outstanding amount of Advances under this Agreement and representing that all conditions precedent for a funding have been met, including a representation by the Borrower that the requested Advance shall not, on the Funding Date thereof, exceed the Availability on such day, (ii) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request applicable Funding Date (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List use of Loans (including any Loans to be acquired on such Advance Dateproceeds thereof).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date and (ii) satisfaction of the conditions set forth in Section 3.1 hereof.,
Appears in 1 contract
Procedures for Advances. (a) On In the terms and conditions hereinafter set forthcase of the making of any Advance or any termination, increase or reduction of the Facility Amount, the Issuer may, by delivery Borrower shall give the Administrative Agent a Borrower Notice. Each Borrower Notice shall specify the amount (subject to Section 2.1 hereof) of an Advance Request Advances to the Initial Purchasers be borrowed and the Trustee, from time to time, on any Funding Date (which shall be a Business Day during the Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance DateDay).
(b) Each Advance Request shall be delivered not later than 1:00 P.M. (New York time) on the date which is three (3) Business Days prior Subject to the requested Advance Date; providedconditions described in Section 2.1, however, that the Issuer Borrower may revoke request an Advance Request upon written notice from the Lenders by delivering to the Initial Purchasers delivered not later than 3:00 P.M. (New York time) on Administrative Agent at certain times the Business Day prior to the requested Advance Dateinformation and documents set forth in this Section 2.2.
(c) Each Advance Request No later than 11:00 a.m. (New York City time) on the proposed Funding Date (or, other than in the case of clause (i) below, such shorter period of time or later date as may be agreed to by the Required Lenders), the Administrative Agent, each Managing Agent, the Document Custodian and the Collateral Custodian, as applicable, shall contain receive or shall have previously received the following informationfollowing:
(i) a Funding Request in the form of Exhibit A (including a duly completed Borrowing Base Certificate as of the proposed Funding Date and giving pro forma effect to the Advance Date;requested and the use of proceeds thereof); and
(ii) the amount of the requested Advance;
(iii) the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds to a wire disbursement and authorization form shall be withdrawn from the Collection Account and deposited delivered to the Principal Reinvestment Account on such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification that, as of the related Advance Date, the conditions set forth in Section 3.1 hereof have been satisfiedAdministrative Agent and each Managing Agent.
(d) Each Advance Funding Request must shall specify the aggregate amount of the requested Advance, which shall be in an amount equal to more than $500,000. Each Funding Request shall be accompanied by (i) a Borrower Notice, depicting the outstanding amount of Advances under this Agreement and representing that all conditions precedent for a funding have been met, including a representation by the Borrower that the requested Advance shall not, on the Funding Date thereof, exceed the Availability on such day, (ii) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request applicable Funding Date (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and use of proceeds thereof), (iiiii) an updated Loan List of Loans including each Loan that is subject to the requested Advance (including any Loans to be acquired on such Advance if any), (iv) the proposed Funding Date), and (v) wire transfer instructions for the Advance.
(e) On each Advance Date, upon the Funding Date following the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereofArticle III, the Initial Purchasers Lenders shall transfer deposit to the Advance AccountCollection Account in same day funds, in accordance with the wire transfer instructions specified in the Funding Request, an amount equal to such Lender’s ratable share of the requested AdvanceAdvance then being made. Each wire transfer of an Advance to the Issuer Borrower shall be initiated by the Initial Purchasers at the applicable Lender no later of (i) 12:00 P.M. than 2:00 p.m. (New York City time) on the applicable Advance Date and (ii) satisfaction of the conditions set forth in Section 3.1 hereofFunding Date.
Appears in 1 contract
Procedures for Advances. (a) On the terms and conditions hereinafter set forthWith respect to each funding of an Advance, the Issuer mayapplicable Lessee shall give the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of EXHIBIT A (a "FUNDING REQUEST"), by delivery of an Advance Request to the Initial Purchasers and the Trustee, from time to time, on any Business Day during the which Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date.
(b) Each Advance Request shall be delivered not later than 1:00 P.M. (12:00 noon, New York City time) on the date which is , three (3) Business Days prior to the requested Advance proposed Funding Date; provided, however, that the Issuer may revoke an Advance Request upon written notice to the Initial Purchasers delivered not later than 3:00 P.M. (New York time) on the Business Day prior to the requested Advance Date.
(c) Each Advance Request shall contain the following information:
specifying: (i) the proposed Advance Funding Date;
, (ii) the amount of Advance requested, (iii) whether such proposed Funding Date will also be an Acquisition Date and (iv) to which Properties such Advance is being allocated and the requested Advance;
allocation of such Advance to the respective Land Acquisition Costs, Existing Improvement Costs, and Property Improvement Costs of such Properties (and PRO RATA portions of the related Equity Amounts and Loans shall likewise be deemed to be so allocated). With respect to any Funding Request related to the acquisition of a Property, in addition to the foregoing, the applicable Lessee shall also specify: (i) the Property to be acquired, (ii) the seller of the Property (or, in the case of the Headquarters Building, the ground lessor of such Property), (iii) the Advance Availability for Transaction Expenses relating to such Property that are to be paid with such Advance Date;
and (iv) the amount of Principal Proceeds to Estimated Improvement Costs for such Property. There shall be withdrawn from no more than one Construction Advance during any calendar month and each such Construction Advance shall occur only on a Scheduled Funding Date. All Advances made by the Collection Account and deposited Lessor to the Principal Reinvestment Account Construction Agent shall be made on the applicable Funding Date in immediately available federal funds by wire transfer, not later than 1:00 p.m. New York City time, to the account(s) as may be specified by such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification that, as of the related Advance Date, the conditions set forth Lessee or Construction Agent in Section 3.1 hereof have been satisfiedits Funding Request.
(db) Each Advance Request must be accompanied by Upon (i) a Borrowing Base Certificate as Lessee's receipt of the Business Day before the Issuer’s delivery of funds provided by such Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date and (ii) satisfaction or waiver of the conditions precedent to such Advance set forth in Section 3.1 hereofARTICLE VI, the applicable Lessee shall (1) in the case of an Advance for the acquisition of Land, pay on behalf of the Lessor the acquisition price to the seller for such Land, the title to which will be taken by the Lessor, and (2) in the case of other Advances, pay or retain as payment or reimbursement of Property Improvement Costs the funds provided by the Participants for such Advance. The transfer by the Lessor of its portion of an Advance shall evidence its satisfaction that the conditions precedent to such Advance have been met or waived. Except as the parties may otherwise agree in writing, Advances shall be made solely to provide the Construction Agent with funds with which to pay Land Acquisition Costs and Existing Improvement Costs or pay or reimburse itself for Property Improvement Costs, as the case may be, and to pay (or reimburse itself for) Transaction Expenses related thereto, up to the maximum amounts set forth in such provisions.
(c) All remittances made by the Lenders and the Lessor for the funding of any Advance shall be made on the applicable Funding Date in immediately available federal funds by wire transfer to the account of the Administrative Agent specified on SCHEDULE III under the heading "Wire Transfer Instructions for Participants".
Appears in 1 contract
Sources: Master Lease and Open End Mortgage (Cardinal Health Inc)
Procedures for Advances. (a) On the terms and conditions hereinafter set forthWith respect to each funding of an Advance, the Issuer mayLessor shall authorize the Construction Agent to give the Administrative Agent prior written notice pursuant to a funding request substantially in the form of Exhibit A --------- hereto (a "Funding Request"), by delivery of an Advance Request to the Initial Purchasers and the Trustee, from time to time, on any Business Day during the which Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date.
(b) Each Advance Request shall be delivered not later --------------- than 1:00 P.M. (P.M., New York City time) on the date which is , three (3) Business Days prior to the proposed Funding Date, specifying: (i) the proposed Funding Date, (ii) the total amount of Advance requested Advance Date; provided, however, that and (iii) wire transfer instructions for such Advance. Each Lender shall make the Issuer may revoke an Advance Request upon written notice amount of its pro rata share of each borrowing available to the Initial Purchasers delivered not later than 3:00 P.M. (Administrative Agent for the account of the Lessor at the office of the Administrative Agent specified in Schedule II prior to 1:00 ----------- P.M., New York time) City time on the Business Day prior Funding Date requested by the Construction Agent in funds immediately available to the requested Advance DateAdministrative Agent. Such borrowing shall then be made available to the Construction Agent by the Administrative Agent crediting the account of the Construction Agent specified in Schedule II with the aggregate of the amounts ----------- made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.
(b) Except as the parties may otherwise agree in writing, (i) Advances made on the Initial Funding Date shall be made in part to provide the Construction Agent with funds with which to pay or reimburse itself for Land Costs and (ii) and on the Initial Funding Date and thereafter, Advances shall be made solely to provide the Construction Agent with funds with which to pay or reimburse itself for Construction Costs and Land Costs as provided for in the Construction Agency Agreement.
(c) Each In the event that the Administrative Agent is unable to obtain an Adjusted Eurodollar Rate with respect to an Advance Request shall contain for the following information:
interest period from the requested Funding Date to the twelfth (i12th) the proposed Advance Date;
(ii) the amount day of the requested Advance;
(iii) succeeding month, the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds to be withdrawn from the Collection Account Lessor and deposited to the Principal Reinvestment Account on such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification thateach Lender shall make available Lessor Amounts and Loans, as of the related Advance Datecase may be, the conditions set forth in Section 3.1 hereof have been satisfied.
(d) Each Advance Request must be accompanied by (i) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect equal to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on in such Advance Date).
(e) On each Advance Date, upon the satisfaction of Funding Request at the applicable conditions set forth in this Section 2.2 Base Rate. Such Lessor Amounts and ARTICLE III hereofLoans, as the Initial Purchasers shall transfer to the Advance Accountcase may be, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by the Initial Purchasers maintained at the later Base Rate until the date on which the Lessor and the Lenders shall be able to obtain an Adjusted Eurodollar Rate for the amount of (i) 12:00 P.M. (New York time) on such Advance, at which time such Base Rate Lessor Amounts and such Base Rate Loans shall convert to Eurodollar Lessor Amounts or Eurodollar Loans, as the applicable Advance Date and (ii) satisfaction of the conditions set forth in Section 3.1 hereofcase may be.
Appears in 1 contract
Sources: Participation Agreement (Palm Inc)
Procedures for Advances. (a) On the terms and conditions hereinafter set forthWith respect to each funding of ----------------------- an Advance, the Issuer mayLessee shall give the Lessor and the Agent prior written notice not later than 10:00 a.m., by delivery of an Advance Request San Francisco time, three Business Days prior to the Initial Purchasers proposed Funding Date, pursuant, in each case, to a Funding Request substantially in the for of Exhibit B (a "Funding Request"), specifying (i) the --------- --------------- proposed funding Date, (ii) the amount and purpose of the Advance requested, (iii) the initial Interest Period for such Advance, (iv) the payee of such Advance, and (v) the Property Costs of the applicable Property. The Agent shall promptly forward a copy of such Funding REquest to each Participant. The Lessee shall not request more than one Funding Date during any calendar month. Each Advance (other than an Interest Payment Advance and the Trusteeinitial Advance) shall be in a minimum amount of $1,000,000 or in amounts of $100,000 in excess thereof. Subject to the satisfaction or waiver of the conditions precedent to such Advance set forth in Section 6, from time each Participant shall purchase its --------- Participation Interest in such Advance by making available to the Lessor its proportionate share of such Advance in immediately available federal funds by wire transfer to the Agent for deposit to the Lessee's demand deposit account with the Agent not later than 12:00 noon, San Francisco time, on any Business Day during the applicable Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest Date. Upon (i) the Lessee's receipt of the funds provided by the Participants with respect to an Advance, and (ii) satisfaction or waiver of the conditions precedent to such Advance Availability set forth in effect Section 6, the Lessee shall --------- pay or retain as payment or reimbursement of, Property Costs, in each case from the funds provided by the Participants for the proposed Advance Datesuch Advance.
(b) Each Advance Request On each Funding Date requested pursuant to Section 3.4(a), the -------------- Lessee shall be delivered not later than 1:00 P.M. (New York time) on deposit immediately available funds with the date which is three (3) Business Days prior to the requested Advance Date; provided, however, that the Issuer may revoke an Advance Request upon written notice to the Initial Purchasers delivered not later than 3:00 P.M. (New York time) on the Business Day prior to the requested Advance Date.
(c) Each Advance Request shall contain the following information:
(i) the proposed Advance Date;
(ii) Defeasance Deposit Depositary Bank in the amount of the requested Advance;
(iii) Tranche A Participation Interest in the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds to be withdrawn from the Collection Account and deposited so requested pursuant to the Principal Reinvestment Account on Defeasance Deposit Agreement. Each such Advance Date;
deposit (vcollectively, the "Defeasance Deposit") shall be the Advance Account to which the Advance should be funded; and
(vi) a certification that, as property of the related Advance Date, the conditions set forth in Section 3.1 hereof have been satisfied.
(d) Each Advance Request must be accompanied by (i) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect to the Advance requested ------------------ Defeasance Deposit Depositary Bank and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by held and administered in accordance with the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date and (ii) satisfaction of the conditions set forth in Section 3.1 hereofDefeasance Deposit Agreement.
Appears in 1 contract
Sources: Participation Agreement (Vitesse Semiconductor Corp)
Procedures for Advances. (a) On the terms and conditions hereinafter set forthWith respect to each funding of an Advance, the Issuer may, by delivery of an Advance Request to Lessee shall give the Initial Purchasers Lessor and the TrusteeAgent prior written notice pursuant to a Funding Request substantially in the form of EXHIBIT A (a "FUNDING REQUEST"), from time to time, on any Business Day during the which Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date.
(b) Each Advance Request shall be delivered not later than 1:00 P.M. 10:00 a.m., five (New York time) on the date which is three (35) Business Days prior to the requested Advance proposed Acquisition Date; provided, however, that the Issuer may revoke an Advance Request upon written notice to the Initial Purchasers delivered not later than 3:00 P.M. (New York time) on the Business Day prior to the requested Advance Date.
(c) Each Advance Request shall contain the following information:
specifying: (i) the proposed Advance Acquisition Date;
, (ii) the amount of the requested Advance;
Advance requested, and (iii) to which Properties such Advance is being allocated and the amount allocated to each Property. The Agent and the Lessor shall calculate the amounts of the Lessor Amounts and the Loans required to fund the requested Advance as it relates to each Property. In the event that the Lessor and the Lenders are unable to obtain a LIBO Rate (Reserve Adjusted) for the period of the Advance Availability for such Advance Date;
(iv) requested in any Funding Request, the amount of Principal Proceeds to be withdrawn from Lessor and the Collection Account Lenders shall make available Lessor Amounts and deposited to the Principal Reinvestment Account on such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification thatLoans, as of the related Advance Datecase may be, at the conditions set forth in Section 3.1 hereof have been satisfied.
(d) Each Advance Request must be accompanied by (i) a Borrowing Alternate Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect Rate equal to the Advance requested in such Funding Request. Such Lessor Amounts and any Loans shall accrue Yield or Interest, as the case may be, at the Alternate Base Rate until the date on which the Lessor and the Lenders shall be able to be acquired on obtain a LIBO Rate (Reserve Adjusted) for the proposed Advance Date) amount of such Advance, at which time such Lessor Amounts and Loans shall convert and thereafter accrue Yield and Interest, as the case may be, at the LIBO Rate (ii) Reserve Adjusted); PROVIDED, HOWEVER, that no such conversion shall occur unless the Lessee shall have submitted an updated List of Loans (including any Loans to be acquired on such Advance Date)Interest Period Selection Notice in connection therewith.
(eb) On The proceeds of each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by used solely to provide the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date and (ii) satisfaction of the conditions set forth in Section 3.1 hereofLessee with funds with which to pay or reimburse itself for Property Acquisition Costs.
Appears in 1 contract
Procedures for Advances. (a) On the terms and conditions hereinafter set forth, the Issuer may, by delivery of The Company may obtain an Advance Request hereunder, subject to the Initial Purchasers and the Trustee, from time to time, on any Business Day during the Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date.
(b) Each Advance Request shall be delivered not later than 1:00 P.M. (New York time) on the date which is three (3) Business Days prior to the requested Advance Date; provided, however, that the Issuer may revoke an Advance Request upon written notice to the Initial Purchasers delivered not later than 3:00 P.M. (New York time) on the Business Day prior to the requested Advance Date.
(c) Each Advance Request shall contain the following information:
(i) the proposed Advance Date;
(ii) the amount of the requested Advance;
(iii) the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds to be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification that, as of the related Advance Date, the conditions set forth in Section 3.1 hereof have been satisfied.
(d) Each Advance Request must be accompanied by (i) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date and (ii) satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon -------------------- compliance with the procedures set forth in this Section 3.1 2.2. Requests for Advances shall be initiated by the ----------- Company by delivering to the Lender a completed and signed request for an Advance (an "Advance Request") in the form attached hereto as Exhibit A. The --------- Lender shall have the right to revise or supplement the form of Advance Request (Exhibit A hereto) by giving notice thereof to the Company. ---------
(b) The procedures to be followed by the Company in making an Advance Request and shall consist of those set forth in Exhibit B attached hereto. The --------- Collateral Documents to be delivered to the Lender shall consist of those identified in the definition of Collateral Documents herein together with any additional required documents identified in Exhibit B attached hereto. The --------- Lender shall have the right to modify said Exhibit B to conform to current legal --------- requirements or Lender practices, and, as so modified, said Exhibit B shall be --------- deemed part hereof.
(c) Before funding any Advance, the Lender shall have not less than one (1) Business Day (or such greater period as Lender may require) to examine each Advance Request and the Collateral Documents to be delivered to the Lender with respect to the Advance; provided, however, with respect to any Wet Settlement, the Borrower may deliver those Collateral Documents identified below in this subsection (c) after the funding of the Advance, but within the time period set -------------- forth below. The Lender may reject any documents which do not meet the requirements of this Agreement or of the related Purchase commitment. With respect to any Wet Settlement, within two (2) Business Days (or such longer period as Lender may permit, in its sole discretion) after the date of the Wet Settlement, the following Collateral Documents shall be delivered to the Lender: (i) note shipping instructions, in form and content satisfactory to Lender; (ii) an original executed Mortgage Note, endorsed by the Company in blank, without recourse; (iii) a certified copy of the Mortgage; and (iv) an original Assignment to Lender, in recordable form, with legal description.
(d) To make an Advance, the Lender shall wire funds to the closing agent (for Wet Settlements) or authorize payment of the Company's draft upon compliance by the Company with the terms of this Agreement.
(e) All Advances under this Agreement shall constitute a single indebtedness and all of the Collateral shall be security for the Note and for the performance of all obligations of the Company to the Lender.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Preferred Credit Corp)
Procedures for Advances. (a) On The Agent shall give written notice to each Lender of each request for an Advance by facsimile transmission, electronic mail or hand delivery on the terms same Business Day as received from the Borrowers pursuant to Section 2.3.1. Each such notice shall be accompanied by a written summary of the request for an Advance and shall specify (i) the date of the requested Advance, (ii) the aggregate amount of the requested Advance, and (iii) each Lender’s pro rata share of the requested Advance. Each Lender shall, before 11:00 a.m. (Eastern time) on the date set forth in any such request for an Advance, make available to the Agent, at an account to be designated by the Agent at Bank of America, N.A., in same day funds, each Lender’s ratable portion of the requested Advance. After the Agent’s receipt of such funds and upon the Agent’s determination that the applicable conditions hereinafter set forthto making the requested Advance have been fulfilled, the Issuer may, by delivery of an Advance Request Agent shall make such funds available to the Initial Purchasers and Borrowers as provided for in this Agreement. Within a reasonable period of time following the Trusteemaking of each Advance, from time the Agent shall deliver to time, on any Business Day during the Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest Lender a copy of the Advance Availability Borrowers’ request for such Advance. Promptly after receipt by the Agent of written request from any Lender, the Agent shall deliver to the requesting Lender the accompanying certifications and such other instruments, documents, certifications and approvals delivered by or on behalf of the Borrowers to the Agent in effect for support of the proposed Advance Daterequested Advance.
(b) Each Notwithstanding clause (a) above, unless the Agent shall have been notified by any Lender prior to the date on which an Advance Request is to be made to the Borrowers that such Lender does not intend to make available to the Agent such Lender’s ratable portion of the requested Advance, the Agent may assume that such Lender will make such amount available to the Agent on such date and the Agent may, in its sole discretion (provided that the other applicable conditions to making the requested Advance have been fulfilled), but shall not be delivered not later than 1:00 P.M. obligated to, make available to the Borrowers a corresponding amount on the date of such Advance (New York the “Corresponding Amount”). The Lender shall reimburse the Agent in same day funds for any such Corresponding Amount by 2:00 p.m. (Eastern time) on the date which is three (3) Business Days prior same day that the Agent makes available to the requested Advance Date; providedBorrowers such Corresponding Amount. If such Corresponding Amount is not in fact reimbursed to the Agent, howeverthe Agent may, that the Issuer may revoke an Advance Request upon in its unrestricted discretion, by providing written notice to such Lender, deem such Lender a Delinquent Lender for all purposes under this Agreement and the Initial Purchasers delivered not later than 3:00 P.M. (New York time) on the Business Day prior Agent shall be entitled to the requested Advance Date.
(c) Each Advance Request shall contain the following information:
(i) the proposed Advance Date;
(ii) the amount of the requested Advance;
(iii) the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds to be withdrawn from the Collection Account rights and deposited to the Principal Reinvestment Account on remedies against such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification that, Lender as of the related Advance Date, the conditions set forth in Section 3.1 hereof have been satisfied.
(d) Each Advance Request must 11.2.8 hereof. In addition to any rights or remedies to which the Agent may be accompanied by (i) entitled under Section 11.2.8, in the event that such Lender reimburses the Agent for a Borrowing Base Certificate as of Corresponding Amount on the Business Day before same day that the Issuer’s delivery of such Advance Request (giving pro forma effect Agent makes available to the Advance requested and any Loans to be acquired on the proposed Advance Date) and Borrowers such Corresponding Amount, but later than 2:00 pm (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by the Initial Purchasers at the later of (i) 12:00 P.M. (New York Eastern time) on such date, then the applicable Advance Date and (ii) satisfaction of Lender shall also pay to the conditions set forth in Section 3.1 hereofAgent a late intraday reimbursement charge to be assessed by the Agent.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Centerline Holding Co)
Procedures for Advances. (a) On the terms and conditions hereinafter set forthWith respect to each funding of an ----------------------- Advance, the Issuer mayLessee, by delivery of an Advance Request to as Construction Agent, shall give the Initial Purchasers Lessor and the Trustee, from time to time, on any Business Day during the Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date.
(b) Each Advance Request shall be delivered Agent prior written notice not later than 1:00 P.M. (New York 12:00 Noon, Chicago time) on the date which is , three (3) Business Days prior to the requested proposed Funding Date (other than for the Advance on the Closing Date; provided, however, that the Issuer may revoke an if such Advance Request upon written notice is to bear interest or yield at a rate equal to the Initial Purchasers delivered not later than 3:00 P.M. (New York time) Alternate Base Rate, where notice shall be on the same Business Day prior Day), pursuant, in each case, to a Funding Request substantially in the requested Advance Date.
form of Exhibit B (c) Each Advance Request shall contain the following information:
a "Funding Request"), specifying (i) the proposed Advance Funding Date;
, (ii) --------- --------------- the amount and purpose of the requested Advance;
Advance requested, (iii) the Advance Availability for Lessee's election to cause all or a specified portion of such Advance Date;
to bear interest or yield by reference to the Eurodollar Rate or the Alternate Base Rate and including, in the case of a Eurodollar Rate Advance, the initial Interest Period therefor, (iv) the amount payees of Principal Proceeds to be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date;
Advance, (v) that the Advance Account will be used to which the Advance should be funded; and
fund Land Interest Acquisition Costs or Property Improvement Costs, (vi) a certification the allocation of such Advance to the respective Land Interest Acquisition Costs and Property Improvements Costs (and pro rata portions of the related remittances from the Participants shall likewise be deemed to be so allocated), and (vii) that, to the knowledge of the Construction Agent, no Construction Termination Event has occurred and is continuing as of the related date of such Funding Request. The Agent shall promptly provide notice of such Funding Request to each Participant. The Lessee, as Construction Agent, shall not request more than one Funding Date during any calendar month. Each Advance Date, (other than an Interest Payment Advance or an amount capitalized pursuant to Section 3.7(e)) shall be in a minimum -------------- amount of $500,000. Subject to the satisfaction or waiver of the conditions precedent to such Advance set forth in Section 3.1 hereof have been satisfied.
(d) Each 6, each Participant, other than the Lessor, shall fund its pro rata share of such Advance Request must be accompanied by making available to the Lessor its proportionate share of such Advance in immediately available federal funds by wire transfer to the Agent for deposit to the Lessor's demand deposit account with the Agent not later than 12:00 noon, Chicago time, on the applicable Funding Date. Upon (i) a Borrowing Base Certificate as the Lessor's receipt of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated funds provided by the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date Participants with respect to an Advance, and (ii) satisfaction or waiver of the conditions precedent to such Advance set forth in Section 3.1 hereof6, the Lessor shall (A) in the case of an Advance for the acquisition of the Land Interest, pay the acquisition price for such Land Interest to the Existing Owner, and (B) in the case of other Advances, pay Property Improvement Costs to the payees specified in the applicable Funding Request, or deliver to the Construction Agent funds that the Construction Agent reasonably believes will be due, in the sixty (60) days following such Advance, from the Construction Agent to third parties in respect of Property Improvements Costs, or as payment or reimbursement of Property Improvements Costs previously paid by the Construction Agent, in each case from the funds provided by the Participants for such Advance.
Appears in 1 contract
Sources: Participation Agreement (Asyst Technologies Inc /Ca/)
Procedures for Advances. (a) On the terms and conditions hereinafter set forthWith respect to each funding of an Advance, the Issuer may, by delivery of an Advance Request to Lessee shall give the Initial Purchasers Lessor and the TrusteeAgent prior written notice pursuant to a Funding Request substantially in the form of Exhibit A (a "Funding Request"), from time to time, on any Business Day during the which Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date.
(b) Each Advance Request shall be delivered not later than 1:00 P.M. 10:00 a.m., five (New York time) on the date which is three (35) Business Days prior to the proposed Funding Date, specifying: (i) the proposed Funding Date, (ii) the amount of Advance requested,(iii) to which Properties such Advance is being allocated and the amount allocated to each Property. The Agent and the Lessor shall calculate the amounts of the Lessor Amounts and the Loans required to fund the requested Advance Dateas it relates to each Property. In the event that the Lessor and the Lenders are unable to obtain a LIBO Rate (Reserve Adjusted) for the period of the Advance requested in any Funding Request, the Lessor and the Lenders shall make available Lessor Amounts and Loans, as the case may be, at the Alternate Base Rate equal to the Advance requested in such Funding Request and (iv) in the case of a Construction Advance, requesting that the proceeds of such Construction Advance be wire transferred to the accounts and Persons specified therein. Such Lessor Amounts and Loans shall accrue Yield or Interest, as the case may be, at the Alternate Base Rate until the date on which the Lessor and the Lenders shall be able to obtain a LIBO Rate (Reserve Adjusted) for the amount of such Advance, at which time such Lessor Amounts and Loans shall convert and thereafter accrue Yield and Interest, as the case may be, at the LIBO Rate (Reserve Adjusted); provided, however, that no such conversion shall occur unless the Issuer may revoke Lessee shall have submitted an Advance Request upon written notice to the Initial Purchasers delivered not later than 3:00 P.M. (New York time) on the Business Day prior to the requested Advance DateInterest Period Selection Notice in connection therewith.
(cb) Each Advance Request shall contain the following information:
(i) the proposed Advance Date;
(ii) the amount The proceeds of the requested Advance;
(iii) the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds to be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification that, as of the related Advance Date, the conditions set forth in Section 3.1 hereof have been satisfied.
(d) Each Advance Request must be accompanied by (i) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by used solely to provide the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date Lessee with funds with which to pay or reimburse itself for Property Acquisition Costs and (ii) satisfaction of the conditions set forth in Section 3.1 hereof.Property Improvement Costs. Participation Agreement
Appears in 1 contract
Procedures for Advances. (a) On Subject to the terms and conditions hereinafter set forthforth herein, the Issuer Borrower may, by delivery of an Advance Request to the Initial Purchasers and the Trustee, from time to time, on any Business Day during the Funding Period, request that each Initial Purchaser make Advances an Advance in connection with the acquisition of an HCRE Loan by delivering to it the Administrative Agent the information and documents set forth in an amount whichthis Section 2.3 at the applicable times provided herein. Not later than five (5) Business Days following its receipt of such information and documents, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for Administrative Agent will provide notification to the proposed Advance DateLenders with respect thereto.
(b) With respect to (i) all Advances, all Initial Property Information in ▇▇▇▇▇▇▇▇’s possession and Required Third Party Reports no later than five (5) days prior to such Advance Date and (ii) all Advances, no later than 1:00 p.m. two (2) Business Days prior to the proposed Advance Date, the Borrower shall deliver:
(1) to the Administrative Agent (with a copy to the Collateral Custodian) written notice of such proposed Advance Date (including a duly completed Borrowing Base Certificate and Loan List updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof);
(2) to the Administrative Agent a description of the Obligor and the HCRE Loan(s) to be funded by the proposed Advance;
(3) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and
(4) to the Administrative Agent (with a copy to the Collateral Custodian) a duly completed Advance Request which shall (A) specify the desired amount of such Advance, which amount must be at least equal to $500,000, (B) specify the proposed Advance Date of such Advance, (C) specify the HCRE Loan(s) to be financed on such Advance Date (including a description of each proposed HCRE Loan and any related Mortgaged Property and other security therefor in reasonable detail and transmitting a complete Underwriting Package for each proposed HCRE Loan) and (D) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Advance Request shall be delivered not later than irrevocable. If any Advance Request is received by the Administrative Agent after 1:00 P.M. (New York time) on the date which is p.m. three (3) Business Days prior to the requested proposed Advance Date; providedDate (in the case of an Advance), howeveror on a day that is not a Business Day, that the Issuer may revoke an such Advance Request upon written notice shall be deemed to be received by the Initial Purchasers delivered not later than 3:00 P.M. (New York time) Administrative Agent and each Lender at 9:00 a.m. on the next Business Day prior to the requested Advance Date.Day;
(c) Each Advance Request shall contain the following information:
(i) On the proposed Advance Date;
(ii) the amount of the requested Advance;
(iii) the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds to be withdrawn from the Collection Account and deposited , subject to the Principal Reinvestment Account on such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification that, as of the related Advance Date, the conditions limitations set forth in Section 3.1 hereof have been satisfied.
(d) Each Advance Request must be accompanied by (i) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect to the Advance requested 2.1 and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE Article III hereof, the Initial Purchasers each Lender shall transfer make available to the Advance Agent in same day funds, for remittance to the Borrower in the Designated Deposit Account, an amount equal to such ▇▇▇▇▇▇’s Pro Rata Share of the least of (1) the amount requested by the Borrower for such Advance. Each wire transfer of , (2) the aggregate unused Commitments then in effect and (3) an Advance amount equal to the Issuer Availability on such Advance Date.
(d) On each Advance Date, the obligation of each Lender to remit its Pro Rata Share of any such Advance shall be initiated by several from that of each other Lender and the Initial Purchasers failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.
(e) Notwithstanding anything to the contrary contained herein, the Borrower’s obligation to repay Advances Outstanding and all other Obligations in full on the Maturity Date shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof, under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any other Person may have or have had against any Secured Party or any other Person. Advances Outstanding shall be repaid as and when necessary to cause the Availability to equal or exceed $0, and any amount so repaid may, subject to the terms and conditions hereof, be reborrowed hereunder during the Funding Period. All repayments of any Advance or any portion thereof shall be made together with payment of all Interest accrued and unpaid on the amount repaid to (but excluding) the date of such repayment.
(f) If on any day the Outstanding Balance of any HCRE Loan is reduced or such Outstanding Balance is canceled as a result of any Warranty Event or otherwise, the Borrower shall be deemed to have received on such day a Collection of such HCRE Loan in the amount of the Outstanding Balance (as determined immediately prior to such Warranty Event or other event) of such HCRE Loan (if such HCRE Loan is canceled) or, otherwise in the amount of such reduction, and the Borrower shall pay to the Collection Account an amount equal to such Deemed Collection and such amount shall be applied as a Collection in accordance with Section 2.6. If on any day any of the representations or warranties in Section 4.8(b)(ii) was or becomes untrue with respect to an HCRE Loan (whether on or after the date of transfer thereof to the Borrower, for the benefit of the Lenders, as contemplated hereunder), the Borrower shall be deemed to have received on such day a Collection of such HCRE Loan in full and the Borrower shall on such day pay to the Collection Account an amount equal to the Outstanding Balance (as determined immediately prior to such breach) of such HCRE Loan and such amount shall be allocated and applied as a Collection in accordance with Section 2.6.
(g) The Borrower shall be entitled at its option and upon twenty (20) days’ prior written notice in the later form of Exhibit B to the Administrative Agent to either (i) 12:00 P.M. terminate the Maximum Facility Amount in whole upon payment in full of all Advances Outstanding, all accrued and unpaid Interest, all accrued and unpaid costs and expenses of the Administrative Agent and the Lenders and all other Obligations, or (New York ii) reduce in part the portion of the Maximum Facility Amount that exceeds the sum of the Advances Outstanding, all accrued and unpaid Interest (pro rata with respect to the portion of the Maximum Facility Amount so reduced), all accrued and unpaid costs and expenses of the Administrative Agent and the Lenders (payable pro rata to each Lender). Any request for a reduction or termination pursuant to this Section 2.3(g) shall be irrevocable. The Commitment of each Lender shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.3(g).
(h) The Borrower shall be entitled at its option, at any time, to reduce Advances Outstanding; provided that, (i) on the applicable Advance Date Borrower shall give five (5) Business Day’s prior written notice of such reduction in the form of Exhibit B to the Administrative Agent and (ii) satisfaction any reduction of Advances Outstanding shall be in a minimum amount of $100,000. In connection with any reduction of Advances Outstanding (1) in part, the Borrower shall deliver to each Lender funds sufficient to repay such Advances Outstanding, together with all accrued and unpaid Interest, accrued and unpaid costs and expenses of the Administrative Agent and the Lenders related to such repayment (payable pro rata to each Lender) and (2) in whole, the Borrower shall deliver to the Administrative Agent funds sufficient to repay such Advances Outstanding, together with all accrued and unpaid Interest, accrued and unpaid costs and expenses of the Administrative Agent and the Lenders related to such repayment (payable pro rata to each Lender); provided that, no such reduction shall be given effect unless (A) sufficient funds have been remitted to pay all such amounts (whether in part, pursuant to clause (1) above or in full, pursuant to clause (2) above), as determined by the Administrative Agent in its sole discretion and (B) no event has occurred or would result from such prepayment which would constitute an Event of Default or a Default. Any Advance so repaid may, subject to the terms and conditions set forth hereof, be reborrowed during the Funding Period. Any request for a reduction or termination pursuant to this Section 2.3 shall be irrevocable.
(i) In addition to the foregoing provisions of this Section 2.3, solely with respect to any Pre-Positioned Loan, a preliminary draft of the related Advance Request shall be delivered by the Borrower to the Administrative Agent no later than 3:00 p.m. three (3) Business Days prior to the proposed Advance Date, pending finalization and execution of the Advance Request and the origination of such Pre-Positioned Loan on the related Advance Date. A copy of the final, executed Advance Request for such Pre-Positioned Loan shall be delivered to the Administrative Agent on or prior to 11:00 a.m. on the related Advance Date with the original Advance Request to be delivered in accordance with the delivering of the original Mortgage Note for the Pre-Positioned Loan; provided that if any preliminary draft or Advance Request is received by the Administrative Agent after the dates and times specified in this Section 3.1 hereof2.3(i), or on a day that is not a Business Day, such preliminary draft or Advance Request, as applicable, shall be deemed to be received by the Administrative Agent and each Lender at 9:00 a.m. on the next Business Day.
Appears in 1 contract
Sources: Credit Agreement (BlackRock Monticello Debt Real Estate Investment Trust)
Procedures for Advances. (a) On With respect to the terms and conditions hereinafter set forthAcquisition Date, the Issuer mayLessee shall give the Lessor, by delivery the Indenture Trustee and each Purchaser prior written notice pursuant to a Funding Request substantially in the form of an Advance Request to the Initial Purchasers and the TrusteeExhibit B (a "Funding Request"), from time to time, on any Business Day during the which Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date.
(b) Each Advance Request shall be delivered not later than 1:00 P.M. 11:00 a.m. (New York time), one (1) Business Day prior to the proposed Acquisition Date. Such Funding Request shall set forth (i) the proposed Acquisition Date, (ii) the amount of the Advance requested, (iii) a description of the Property to which the Funding Request relates, (iv) the seller of the Property, (v) the principal amount of the Notes of each series to be purchased by each Purchaser and (vi) wire transfer instructions for the disbursement of the proceeds of such Advance. Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, (x) each Purchaser shall purchase Notes representing its Commitment Percentage and transmit the proceeds therefore to the Indenture Trustee at the Account by 2:00 p.m., (New York time) on the date which is three requested Acquisition Date and (3y) Business Days prior to the Lessor shall make its Commitment Percentage of the requested Advance Date; provided, however, that the Issuer may revoke an Advance Request upon written notice available to the Initial Purchasers delivered not later than 3:00 P.M. Indenture Trustee at the Account by 2:00 p.m. (New York time) on the Business Day prior requested Acquisition Date. Promptly upon the Indenture Trustee's receipt of such funds from the Participants, and upon satisfaction of all conditions precedent, the Indenture Trustee shall wire such funds on the Acquisition Date to the requested Persons entitled thereto and to such accounts as the Lessee shall have indicated in the Funding Request. The Advance Date.
(c) Each Advance Request shall contain the following information:
(i) the proposed Advance Date;
(ii) the amount consist of the requested Advance;
(iii) the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds to be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification that, as of the related Advance Date, the conditions set forth in Section 3.1 hereof have been satisfied.
(d) Each Advance Request must be accompanied by (i) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery Lessor Amount equal to 5.75% of such Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) proceeds from the sale of the Notes in an updated List aggregate amount equal to 94.25% of Loans (including any Loans such Advance, such Notes to be acquired on such Advance Date)allocated between Series A Notes and Series B Notes in accordance with Schedule I hereto.
(eb) On each Advance DateExcept as the Participants may otherwise agree in writing, upon Advances shall be made solely to pay the satisfaction Property Cost of the applicable conditions set forth in this Section 2.2 Property and related Fees and Transaction Expenses. ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date and (ii) satisfaction of the conditions set forth in Section 3.1 hereof.IV
Appears in 1 contract
Procedures for Advances. (a) On the terms and conditions hereinafter set forth, the Issuer may, by delivery of an Advance Request All advances to the Initial Purchasers and the Trustee, from time Borrower are to time, on any Business Day during the Funding Period, request that each Initial Purchaser make Advances be made at Administrative Agent's Office. Borrower shall submit Requisitions to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date.
(b) Each Advance Request shall be delivered not Administrative Agent no later than 1:00 P.M. 10:00 a.m. (New York time) on the date which is eight (8) Business Days prior to the date the advance is to be made. Administrative Agent may reject any Requisition that is not signed by an Authorized Representative. Administrative Agent, no later than three (3) Business Days prior to the date a requested Advance Date; providedadvance is to be made, howevershall (i) notify each Lender either by telephone or by facsimile of the amount requested by Borrower, that the Issuer may revoke an Advance Request upon written notice amount approved by Administrative Agent, the portion of such advance to be funded by such Lender and the Initial Purchasers delivered not proposed date of such advance and (ii) send to each Lender by facsimile the summary pages of Borrower's Requisition (without attachments except for Borrower's Requisition Spreadsheet). Not later than 3:00 P.M. 10:00 a.m. (New York time) on the Business Day prior date of each advance, each Lender shall, through its Applicable Lending Office and subject to the requested Advance Date.
(c) Each Advance Request shall contain the following information:
(i) the proposed Advance Date;
(ii) conditions of this Agreement, make the amount of the requested Advance;
(iii) the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds to be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account advanced by it on such Advance Date;
(v) the Advance Account day available to which the Advance should be funded; and
(vi) a certification thatAdministrative Agent, as of the related Advance Date, the conditions set forth at Administrative Agent's Office and in Section 3.1 hereof have been satisfied.
(d) Each Advance Request must be accompanied immediately available funds. The amount so received by (i) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers Administrative Agent shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by the Initial Purchasers at the later of (i) 12:00 P.M. 3:00 p.m. (New York time) on the applicable Advance Date and (ii) satisfaction of same Business Day, subject to the conditions of this Agreement, be made available to Borrower, by Administrative Agent's depositing said amount by wire transfer of immediately available funds into the Building Loan Trust Account, which shall be subject to immediate withdrawal by Borrower. Subsequent to the making of an advance, Administrative Agent shall deliver to a Lender, within eight (8) Business Days of such Lender's request, such material relating to the Requisition for such advance as such Lender may reasonably request. If Borrower withdraws any Requisition submitted as contemplated above, Borrower shall pay, in addition to any amounts set forth in Section 3.1 hereof3.03, promptly following demand therefor, all reasonable costs and expenses incurred by Lenders, Administrative Agent and by the Construction Consultant in connection with reviewing such Requisition in contemplation of an advance. Borrower agrees that, by its acceptance of any advance of Loan proceeds under this Agreement, it shall be bound in all respects by the Requisition submitted on its behalf in connection therewith with the same force and effect as if Borrower had itself executed and submitted the Requisition and whether or not the Requisition is executed and/or submitted by an Authorized Representative.
Appears in 1 contract
Procedures for Advances. (a) On the terms and conditions hereinafter set forth, the Issuer may, by delivery The Agent shall give written notice to each Lender of each request for an Advance Request by facsimile transmission, electronic mail or hand delivery on the same Business Day as received from the Borrower pursuant to Section 2.3.1. Each such notice shall be accompanied by a written summary of the request for an Advance and shall specify (i) the date of the requested Advance, (ii) the aggregate amount of the requested Advance, and (iii) each Lender’s pro rata share of the requested Advance. Each Lender shall, before 11:00 a.m. on the date set forth in any such request for an Advance, make available to the Initial Purchasers and Agent, at an account to be designated by the TrusteeAgent at Bank of America, N.A. ( or at such other financial institution as the Agent may designate from time to time), on any Business Day during the Funding Periodin same day funds, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest Lender’s ratable portion of the requested Advance. After the Agent’s receipt of such funds and upon the Agent’s determination that the applicable conditions to making the requested Advance Availability have been fulfilled, the Agent shall make such funds available to the Borrower as provided for in effect this Agreement. Within a reasonable period of time following the making of each Advance, the Agent shall deliver to each Lender a copy of the Borrower’s request for such Advance. Promptly after receipt by the proposed Advance DateAgent of written request from any Lender, the Agent shall deliver to the requesting Lender the accompanying certifications and such other instruments, documents, certifications and approvals delivered by or on behalf of the Borrower to the Agent in support of the requested Advance.
(b) Each Notwithstanding clause (a) above, unless the Agent shall have been notified by any Lender prior to the date on which an Advance Request is to be made to the Borrower that such Lender does not intend to make available to the Agent such Lender’s ratable portion of the requested Advance, the Agent may assume that such Lender will make such amount available to the Agent on such date and the Agent may, in its sole discretion (provided that the other applicable conditions to making the requested Advance have been fulfilled), but shall not be delivered not later than 1:00 P.M. (New York time) obligated to, make available to the Borrower a corresponding amount on the date which is three of such Advance (3) Business Days prior the “Corresponding Amount”). The Lender shall reimburse the Agent in same day funds for any such Corresponding Amount by 2:00 p.m. on the same day that the Agent makes available to the requested Advance Date; providedBorrower such Corresponding Amount. If such Corresponding Amount is not in fact reimbursed to the Agent, howeverthe Agent may, that the Issuer may revoke an Advance Request upon in its unrestricted discretion, by providing written notice to such Lender, deem such Lender a Delinquent Lender for all purposes under this Agreement and the Initial Purchasers delivered not Agent shall be entitled to such rights and remedies against such Lender as set forth in Section 11.2.8 hereof. In addition to any rights or remedies to which the Agent may be entitled under Section 11.2.8, in the event that such Lender reimburses the Agent for a Corresponding Amount on the same day that the Agent makes available to the Borrower such Corresponding Amount, but later than 3:00 P.M. (New York time) 2:00 pm on such date, then the Business Day prior Lender shall also pay to the requested Advance Date.
(c) Each Advance Request shall contain Agent a late intraday reimbursement charge in an amount to be assessed by the following information:
Agent equal to the amount charged by the Agent from time to time in other substantially similar circumstances not to exceed (i) the proposed Advance Date;
product of such Corresponding Amount times the Default Rate, (ii) the amount of the requested Advance;
(iii) the Advance Availability for such Advance Date;
(iv) the amount of Principal Proceeds to be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date;
(v) the Advance Account to which the Advance should be funded; and
(vi) a certification that, as of the related Advance Date, the conditions set forth in Section 3.1 hereof have been satisfieddivided by 360.
(d) Each Advance Request must be accompanied by (i) a Borrowing Base Certificate as of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated by the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date and (ii) satisfaction of the conditions set forth in Section 3.1 hereof.
Appears in 1 contract
Sources: Mortgage Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp)
Procedures for Advances. (a) On the terms and conditions hereinafter set forthWith respect to each funding of an Advance, the Issuer may, by delivery of an Advance Request to Lessee shall give the Initial Purchasers Lessor and the Trustee, from time to time, on any Business Day during the Funding Period, request that each Initial Purchaser make Advances to it in an amount which, at any time, shall not exceed its Percentage Interest of the Advance Availability in effect for the proposed Advance Date.
(b) Each Advance Request shall be delivered Agent prior written notice not later than 1:00 P.M. (New York 10:00 a.m., San Francisco time) on the date which is , three (3) Business Days prior to (or, in the requested case of the initial Advance Date; provided, however, that the Issuer may revoke an Advance Request upon written notice to the Initial Purchasers delivered not later than 3:00 P.M. (New York time) made on the Business Day prior Land Interest Acquisition Date, on the day of) the proposed Funding Date, pursuant, in each case, to a Funding Request substantially in the requested Advance Date.
form of Exhibit B (c) Each Advance Request shall contain the following information:
a "Funding Request"), specifying (i) the proposed Advance Funding Date;
, (ii) the amount and purpose of the requested Advance;
Advance requested, (iii) the Advance Availability for such Advance Date;
Type of Advance, (iv) the amount of Principal Proceeds to be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on initial Interest Period for such Advance Date;
Advance, (v) the Advance Account to which the Advance should be funded; and
payee of such Advance, and (vi) a certification that, as the allocation of such Advance to the respective Land Interest Acquisition Cost and Property Improvements Costs of the Property (and pro rata portions of the related remittances from the Participants shall likewise be deemed to be so allocated). The Agent shall promptly forward a copy of such Funding Request to each Participant. The Lessee shall not request more than one Funding Date during any calendar month. Each Advance Date, (other than an Interest Payment Advance) shall be in a minimum amount of $1,000,000 or in amounts of $100,000 in excess thereof. Subject to the satisfaction or waiver of the conditions precedent to such Advance set forth in Section 3.1 hereof have been satisfied.
(d) Each 6, each Participant shall purchase its Participation Interest in such Advance Request must be accompanied by making available to the Lessor its proportionate share of such Advance in immediately available federal funds by wire transfer to the Agent for deposit to the Lessee's demand deposit account with the Agent not later than 12:00 noon, San Francisco time, on the applicable Funding Date. Upon (i) a Borrowing Base Certificate as the Lessee's receipt of the Business Day before the Issuer’s delivery of such Advance Request (giving pro forma effect to the Advance requested and any Loans to be acquired on the proposed Advance Date) and (ii) an updated List of Loans (including any Loans to be acquired on such Advance Date).
(e) On each Advance Date, upon the satisfaction of the applicable conditions set forth in this Section 2.2 and ARTICLE III hereof, the Initial Purchasers shall transfer to the Advance Account, an amount equal to the requested Advance. Each wire transfer of an Advance to the Issuer shall be initiated funds provided by the Initial Purchasers at the later of (i) 12:00 P.M. (New York time) on the applicable Advance Date Participants with respect to an Advance, and (ii) satisfaction or waiver of the conditions precedent to such Advance set forth in Section 3.1 hereof6, the Lessee shall (1) in the case of an Advance for the acquisition of the Land Interest, pay the acquisition price for such Land Interest to the Existing Owner, and (2) in the case of other Advances, pay or retain as payment or reimbursement of, Property Improvements Costs, in each case from the funds provided by the Participants for such Advance.
Appears in 1 contract