ACCOUNTS; COLLATERAL SECURITY. ARTICLE IX THE AGENTS ARTICLE X MISCELLANEOUS SECTION 10.01. Non-Petition; Limited Recourse; Limited Recourse 79 SECTION 10.02. Notices 80 SECTION 10.03. No Waiver 80 SECTION 10.04. Expenses; Indemnity; Damage Waiver; Right of Setoff. 80 SECTION 10.05. Amendments 81 SECTION 10.06. Successors; Assignments. 82 SECTION 10.07. Governing Law; Submission to Jurisdiction; Etc. 84 SECTION 10.08. Interest Rate Limitation 84 SECTION 10.09. PATRIOT Act 84 SECTION 10.10. Counterparts 85 SECTION 10.11. Headings 85 SECTION 10.12. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 85 Schedules Schedule 1 Transaction Schedule Schedule 2 Contents of Notice of Acquisition Schedule 3 Eligibility Criteria Schedule 4 Concentration Limitations Schedule 5 Initial Portfolio Investments Schedule 6 Xxxxx’x Industry Classifications Exhibit Exhibit A Form of Request for Advance FIFTH AMENDED AND RESTATED LOAN AGREEMENT, dated as of April 28, 2021 (this “Agreement”), among WHITEHORSE FINANCE CREDIT I, LLC, as borrower (the “Company”); WHITEHORSE FINANCE, INC. (the “Portfolio Manager”); the Financing Providers party hereto; the Collateral Agent party hereto (in such capacity, the “Collateral Agent”); the Collateral Administrator party hereto (in such capacity, the “Collateral Administrator”); the Securities Intermediary party hereto (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “Administrative Agent”). Pursuant to Section 10.05, the parties to the Fourth Amended and Restated Loan Agreement, dated as of November 22, 2019 (as amended by the First Amendment, dated as of December 21, 2020, the “Original Agreement”), hereby agree to amend and restate the Original Agreement and the Original Agreement is hereby amended and restated as set forth in this Agreement. The Portfolio Manager and the Company wish for the Company to acquire and finance certain loans and other debt securities (together with the Subsidiary Investments (as defined below), the “Portfolio Investments”), all on and subject to the terms and conditions set forth herein. The Company entered into a Sale and Contribution Agreement (the “Parent Sale Agreement”), dated as of December 23, 2015, between the Company and WhiteHorse Finance, Inc. (the “Parent”), pursuant to which the Company acquired certain Portfolio Investments listed, together with certain other Portfolio Investments acquired by the Company on the Original Effective Date, on Schedule 5 hereof (the “Initial Portfolio Investments”) and from time to time may acquire additional Portfolio Investments from the Parent. The Company has formed the Permitted Subsidiary to purchase or originate certain loans made to obligors in the State of California (the “Subsidiary Investments”) and the Company wishes to provide proceeds of Advances to the Permitted Subsidiary from time to time for that purpose. On and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association (“JPMCB”) has agreed to make advances to the Company (“Advances”) hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the “Transaction Schedule”). JPMCB, together with its respective successors and permitted assigns, are referred to herein as the “Financing Providers”, and the types of financings to be made available by them hereunder are referred to herein as the “Financings”. For the avoidance of doubt, the terms of this Agreement relating to types of Financings not indicated on the Transaction Schedule as being available hereunder shall not bind the parties hereto, and shall be of no force and effect. Accordingly, the parties hereto agree that the Original Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
ACCOUNTS; COLLATERAL SECURITY. ARTICLE IX THE AGENTS ARTICLE X MISCELLANEOUS Section 8.01 The Accounts; Agreement as to Control 58 Section 8.02 Collateral Security; Pledge; Delivery 61 Section 8.03 Capital Contributions 63 Section 8.04 Accountings 63
SECTION 10.01. Section 9.01 Appointment of Administrative Agent and Collateral Agent 64
Section 9.02 Additional Provisions Relating to the Collateral Agent and the Collateral Administrator 67 Section 10.01 Non-Petition; Limited Recourse; Limited Recourse 79 SECTION 10.02. Petition 68 Section 10.02 Notices 80 SECTION 10.03. 69 Section 10.03 No Waiver 80 SECTION 10.04. 69 Section 10.04 Expenses; Indemnity; Damage Waiver; Right of Setoff. 80 SECTION 10.05. Waiver 69 Section 10.05 Amendments 81 SECTION 10.06. 70 Section 10.06 Confidentiality 70 Section 10.07 Successors; Assignments. 82 SECTION 10.07. Assignments 71 Section 10.08 Non-Recourse 73 Section 10.09 Governing Law; Submission to Jurisdiction; Etc. 84 SECTION 10.08. 74 Section 10.10 Counterparts 74 Section 10.11 Headings 75 Section 10.12 Interest Rate Limitation 84 SECTION 10.09. PATRIOT Act 84 SECTION 10.10. Counterparts 85 SECTION 10.11. Headings 85 SECTION 10.12. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 85 Schedules 75 Schedule 1 Transaction Schedule Schedule 2 Contents of Notice of Acquisition Initial Approval Requests Schedule 3 Contents of Final Approval Requests Schedule 4 Eligibility Criteria Schedule 4 5 Concentration Limitations Schedule 5 Initial Portfolio Investments Schedule 6 Xxxxx’x Industry Classifications Exhibit Disqualified Lenders Schedule 7 Xxxxx'x Industries Codes Schedule 8 Initial Loans Schedule 9 Market Value Calculations Schedule 10 Second Amendment Loans Exhibit A Form of Request for Advance FIFTH AMENDED Exhibit B-1 Form of Daily Portfolio Holding Report Exhibit B-2 Form of Quarterly Holdings Report Exhibit C-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) LOAN AND RESTATED LOAN AGREEMENT, SECURITY AGREEMENT dated as of April 2830, 2021 2019 (the "Original Closing Date") (this “"Agreement”") among BCSF COMPLETE FINANCING SOLUTION LLC (the "Company"), among WHITEHORSE FINANCE CREDIT I, LLCa Delaware limited liability company, as borrower (the “Company”); WHITEHORSE FINANCE, INC. (the “Portfolio Manager”)borrower; the Financing Providers party hereto; the Collateral Agent party hereto XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent (in such capacity, the “"Collateral Agent”"); the Collateral Administrator party hereto XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral administrator (in such capacity, the “"Collateral Administrator”"); the Securities Intermediary party hereto XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as securities intermediary (in such capacity, the “"Securities Intermediary”"); XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as bank (in such capacity, the "Bank", and collectively with the Securities Intermediary, the "Intermediary"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “"Administrative Agent”"). Pursuant to Section 10.05On the Original Closing Date, the parties Company acquired certain middle market unitranche loans identified on Schedule 8 hereto (the "Initial Loans") from BCSF Complete Financing Solution Holdco LLC (in such capacity, the "Depositor") via assignment and contribution, pursuant to the Fourth Amended and Restated Loan Agreement, dated as of November 22, 2019 (as amended by the First Amendment, dated as of December 21, 2020, the “Original Agreement”), hereby agree to amend and restate the Original Master Contribution Agreement and the Original Agreement is hereby amended Master Assignment Agreement.
(i) from the Depositor via sale and restated as set forth in this contribution on the Second Amendment Date, pursuant to the Master Loan Sale Agreement, and (ii) otherwise from BCSF I, LLC or the Depositor, on or about the Second Amendment Date. The Portfolio Manager Company has originated and the Company wish for the Company accumulated, and wishes to acquire continue to originate and finance certain accumulate, additional middle market unitranche loans and certain other debt securities eligible loans (together with the Subsidiary Investments (as defined below)Initial Loans and the Second Amendment Loans, the “"Portfolio Investments”"), all on and subject to the terms and conditions set forth herein. The Company entered into a Sale and Contribution Agreement (the “Parent Sale Agreement”), dated as of December 23, 2015, between the Company and WhiteHorse Finance, Inc. (the “Parent”), pursuant to which the Company acquired certain Portfolio Investments listed, together with certain other Portfolio Investments acquired by the Company on the Original Effective Date, on Schedule 5 hereof (the “Initial Portfolio Investments”) and from time to time may acquire additional Portfolio Investments from the Parent. The Company has formed the Permitted Subsidiary to purchase or originate certain loans made to obligors in the State of California (the “Subsidiary Investments”) and the Company wishes to provide proceeds of Advances to the Permitted Subsidiary from time to time for that purpose. On and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association (“"JPMCB”") has agreed to make advances to the Company (“"Advances”") hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the “"Transaction Schedule”"). JPMCB, together with its respective successors and permitted assigns, are referred to herein as the “"Financing Providers”", and the types of financings to be made available by them hereunder are referred to herein as the “"Financings”". For the avoidance of doubt, the terms of this Agreement relating to types of Financings not indicated on the Transaction Schedule as being available hereunder shall not bind the parties hereto, and shall be of no force and effect. Accordingly, the parties hereto agree that the Original Agreement is hereby amended and restated in its entirety as follows: Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms.
Appears in 1 contract
Samples: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)
ACCOUNTS; COLLATERAL SECURITY. ARTICLE IX THE AGENTS ARTICLE X MISCELLANEOUS SECTION 8.01 The Accounts; Agreement as to Control 75 SECTION 8.02 Collateral Security; Pledge; Delivery 79 SECTION 8.03 Capital Contributions 82 SECTION 8.04 Accountings 82
SECTION 10.01. 9.01 Appointment of Administrative Agent and Collateral Agent 82
SECTION 9.02 Additional Provisions Relating to the Collateral Agent and the Collateral Administrator 86 SECTION 10.01 Non-Petition; Limited Recourse; Limited Recourse 79 Petition 90 SECTION 10.02. 10.02 Notices 80 90 SECTION 10.03. 10.03 No Waiver 80 91 SECTION 10.04. 10.04 Expenses; Indemnity; Damage Waiver; Right of Setoff. 80 Waiver 91 SECTION 10.05. 10.05 Amendments 81 92 SECTION 10.06. 10.06 Confidentiality 92 SECTION 10.07 Successors; Assignments. 82 Assignments 93 SECTION 10.07. 10.08 Non-Recourse 96 SECTION 10.09 Governing Law; Submission to Jurisdiction; Etc. 84 Etc 97 SECTION 10.08. 10.10 Counterparts 97 SECTION 10.11 Headings 98 SECTION 10.12 Interest Rate Limitation 84 98 SECTION 10.09. PATRIOT Act 84 SECTION 10.10. Counterparts 85 SECTION 10.11. Headings 85 SECTION 10.12. Acknowledgement 10.13 Acknowledgements and Consent to Bail-In of EEA Affected Financial Institutions 85 Schedules Institutions. 98 SECTION 10.14 Acknowledgements of Lenders. 100 SECTION 10.15 Annex A. 101 Schedule 1 Transaction Schedule Schedule 2 Contents of Notice of Acquisition Initial Approval Requests Schedule 3 Contents of Final Approval Requests Schedule 4 Eligibility Criteria Schedule 4 5 Concentration Limitations Schedule 5 Initial Portfolio Investments Schedule 6 Disqualified Xxxxxxx Schedule 7 Xxxxx’x Industry Classifications Exhibit Industries Codes Schedule 8 Initial Loans Schedule 9 Market Value Calculations Schedule 10 Form of Partial Deferrable Obligations Notifications Exhibit A Form of Request for Advance FIFTH AMENDED Exhibit B Form of Daily Portfolio Holding Report Exhibit C-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit D Form of Assignment and Assumption Annex A Certain Commercial Terms LOAN AND RESTATED LOAN SECURITY AGREEMENT, dated as of April 28August 21, 2021 2024 (this “Agreement”), among WHITEHORSE FINANCE CREDIT Iamong:
(1) BCPC II-J, LLC, as borrower LLC (the “Company”); WHITEHORSE FINANCE, INC. a Delaware limited liability company, as borrower;
(the “Portfolio Manager”); 2) the Financing Providers party hereto; the Collateral Agent party hereto ;
(3) DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as collateral agent (in such capacity, the “Collateral Agent”); the Collateral Administrator party hereto ;
(4) DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”); the Securities Intermediary party hereto ;
(5) DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”); and ;
(6) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “Administrative Agent”). Pursuant to Section 10.05, the parties to the Fourth Amended and Restated Loan Agreement, dated as of November 22, 2019 (as amended by the First Amendment, dated as of December 21, 2020, the “Original Agreement”), hereby agree to amend and restate the Original Agreement and the Original Agreement is hereby amended and restated as set forth in this Agreement. The Portfolio Manager and the Company wish for the Company to acquire and finance certain loans and other debt securities (together with the Subsidiary Investments (as defined below), the “Portfolio Investments”), all on and subject to the terms and conditions set forth herein. The Company entered into a Sale and Contribution Agreement (the “Parent Sale Agreement”), dated as of December 23, 2015, between the Company and WhiteHorse Finance, Inc. (the “Parent”), pursuant to which the Company acquired certain Portfolio Investments listed, together with certain other Portfolio Investments acquired by the Company on the Original Effective Date, on Schedule 5 hereof (the “Initial Portfolio Investments”) and from time to time may acquire additional Portfolio Investments from the Parent. The Company has formed the Permitted Subsidiary to purchase or originate certain loans made to obligors in the State of California (the “Subsidiary Investments”) and the Company wishes to provide proceeds of Advances to the Permitted Subsidiary from time to time for that purpose. On and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association (“JPMCB”) has agreed to make advances to the Company (“Advances”) hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the “Transaction Schedule”). JPMCB, together with its respective successors and permitted assigns, are referred to herein as the “Financing Providers”, and the types of financings to be made available by them hereunder are referred to herein as the “Financings”. For the avoidance of doubt, the terms of this Agreement relating to types of Financings not indicated on the Transaction Schedule as being available hereunder shall not bind the parties hereto, and shall be of no force and effect. Accordingly, the parties hereto agree that the Original Agreement is hereby amended and restated in its entirety as follows: ; and
Appears in 1 contract
Samples: Loan and Security Agreement (Bain Capital Private Credit)
ACCOUNTS; COLLATERAL SECURITY. ARTICLE IX THE AGENTS ARTICLE X MISCELLANEOUS
SECTION 10.01. 8.01 The Accounts; Agreement as to Control 75 SECTION 8.02 Collateral Security; Pledge; Delivery 79 SECTION 8.03 Capital Contributions 82 SECTION 8.04 Accountings 82 SECTION 9.01 Appointment of Administrative Agent and Collateral Agent 82 SECTION 9.02 Additional Provisions Relating to the Collateral Agent and the Collateral Administrator 86 SECTION 10.01 Non-Petition; Limited Recourse; Limited Recourse 79 Petition 90 SECTION 10.02. 10.02 Notices 80 90 SECTION 10.03. 10.03 No Waiver 80 91 SECTION 10.04. 10.04 Expenses; Indemnity; Damage Waiver; Right of Setoff. 80 Waiver 91 SECTION 10.05. 10.05 Amendments 81 92 SECTION 10.06. 10.06 Confidentiality 92 SECTION 10.07 Successors; Assignments. 82 Assignments 93 SECTION 10.07. 10.08 Non-Recourse 96 SECTION 10.09 Governing Law; Submission to Jurisdiction; Etc. 84 Etc 96 SECTION 10.08. 10.10 Counterparts 97 SECTION 10.11 Headings 98 SECTION 10.12 Interest Rate Limitation 84 98 SECTION 10.09. PATRIOT Act 84 SECTION 10.10. Counterparts 85 SECTION 10.11. Headings 85 SECTION 10.12. Acknowledgement 10.13 Acknowledgements and Consent to Bail-In of EEA Affected Financial Institutions 85 Schedules Institutions. 98 SECTION 10.14 Acknowledgements of Lenders. 100 SECTION 10.15 Annex A. 101 Schedule 1 Transaction Schedule Schedule 2 Contents of Notice of Acquisition Initial Approval Requests Schedule 3 Contents of Final Approval Requests Schedule 4 Eligibility Criteria Schedule 4 5 Concentration Limitations Schedule 5 Initial Portfolio Investments Schedule 6 Xxxxx’x Industry Classifications Exhibit Disqualified Lenders Schedule 7 Xxxxx'x Industries Codes Schedule 8 Initial Loans Schedule 9 Market Value Calculations Schedule 10 Form of Partial Deferrable Obligations Notifications Exhibit A Form of Request for Advance FIFTH AMENDED Exhibit B Form of Daily Portfolio Holding Report Exhibit C-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit D Form of Assignment and Assumption Annex A Certain Commercial Terms LOAN AND RESTATED LOAN SECURITY AGREEMENT, dated as of April 28August 21, 2021 2024 (this “"Agreement”"), among WHITEHORSE FINANCE CREDIT Iamong:
(1) BCPC II-J, LLCLLC (the "Company"), a Delaware limited liability company, as borrower borrower;
(the “Company”); WHITEHORSE FINANCE, INC. (the “Portfolio Manager”); 2) the Financing Providers party hereto; the Collateral Agent party hereto ;
(3) DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as collateral agent (in such capacity, the “"Collateral Agent”"); the Collateral Administrator party hereto ;
(4) DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as collateral administrator (in such capacity, the “"Collateral Administrator”"); the Securities Intermediary party hereto ;
(5) DEUTSCHE BANK NATIONAL TRUST COMPANY, in its capacity as securities intermediary (in such capacity, the “"Securities Intermediary”"); and ;
(6) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “"Administrative Agent”"). Pursuant to Section 10.05, the parties to the Fourth Amended and Restated Loan Agreement, dated as of November 22, 2019 (as amended by the First Amendment, dated as of December 21, 2020, the “Original Agreement”), hereby agree to amend and restate the Original Agreement and the Original Agreement is hereby amended and restated as set forth in this Agreement. The Portfolio Manager and the Company wish for the Company to acquire and finance certain loans and other debt securities (together with the Subsidiary Investments (as defined below), the “Portfolio Investments”), all on and subject to the terms and conditions set forth herein. The Company entered into a Sale and Contribution Agreement (the “Parent Sale Agreement”), dated as of December 23, 2015, between the Company and WhiteHorse Finance, Inc. (the “Parent”), pursuant to which the Company acquired certain Portfolio Investments listed, together with certain other Portfolio Investments acquired by the Company on the Original Effective Date, on Schedule 5 hereof (the “Initial Portfolio Investments”) and from time to time may acquire additional Portfolio Investments from the Parent. The Company has formed the Permitted Subsidiary to purchase or originate certain loans made to obligors in the State of California (the “Subsidiary Investments”) and the Company wishes to provide proceeds of Advances to the Permitted Subsidiary from time to time for that purpose. On and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association (“JPMCB”) has agreed to make advances to the Company (“Advances”) hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the “Transaction Schedule”). JPMCB, together with its respective successors and permitted assigns, are referred to herein as the “Financing Providers”, and the types of financings to be made available by them hereunder are referred to herein as the “Financings”. For the avoidance of doubt, the terms of this Agreement relating to types of Financings not indicated on the Transaction Schedule as being available hereunder shall not bind the parties hereto, and shall be of no force and effect. Accordingly, the parties hereto agree that the Original Agreement is hereby amended and restated in its entirety as follows: ; and
Appears in 1 contract
Samples: Loan and Security Agreement (Bain Capital Private Credit)
