Common use of Acquisition of Portfolio Assets Clause in Contracts

Acquisition of Portfolio Assets. The Issuer will not acquire any Portfolio Asset (other than a Portfolio Asset included in the Portfolio on the Closing Date) unless as of the Portfolio Asset Trade Date (x) such Portfolio Asset satisfies each of the Asset Eligibility Criteria and (y) each of the following conditions is satisfied: (i) the acquisition of such Portfolio Asset and the purchase price thereof shall be on arm’s length terms; (ii) the Sole Shareholder is not in default of any payment obligation or contribution obligation owing under the Issuer Contribution Agreement; (iii) no Event of Default (or any event that, with the giving of notice or the lapse of time or both, would become an Event of Default) shall have occurred and be continuing immediately prior to or immediately after giving effect to such acquisition; (iv) if such Portfolio Asset is to be acquired from the Sole Shareholder, the acquisition will not cause the aggregate of the Adjusted Principal Balance of all Portfolio Assets that the Issuer has acquired from the Sole Shareholder and forming part of the Portfolio (after giving effect to such proposed acquisition) to exceed 85% of the Aggregate Outstanding Amount of the Class A Notes as of such date; and (v) if such Portfolio Asset to be acquired is a Second Lien Loan, the acquisition will not cause the aggregate of the Adjusted Principal Balances of all Portfolio Assets forming part of the Portfolio that are Second Lien Loans (measured as of the trade date of the proposed acquisition, and after giving effect to such proposed acquisition) to exceed 60% of the Aggregate Outstanding Amount of the Notes as of such date (provided that, for purposes of such determination, the Aggregate Outstanding Amount of the Class A-R Notes shall be the Outstanding Class A-R Funded Amount).

Acquisition of Portfolio Assets. The Issuer will not acquire any Portfolio Asset (other than a Portfolio Asset included in the Portfolio on the Closing Date) unless as of the Portfolio Asset Trade Date (x) such Portfolio Asset satisfies each of the Asset Eligibility Criteria and (y) each of the following conditions is satisfied: (i) the acquisition of such Portfolio Asset and the purchase price thereof shall be on arm’s length terms; (ii) the Sole Shareholder is not in default of any payment obligation or contribution obligation owing under the Issuer Contribution Agreement; (iii) no Event of Default (or any event that, with the giving of notice or the lapse of time or both, would become an Event of Default) shall have occurred and be continuing immediately prior to or immediately after giving effect to such acquisition; (iv) if such Portfolio Asset is to be acquired from the Sole Shareholder, the acquisition will not cause the aggregate of the Adjusted Principal Balance of all Portfolio Assets that the Issuer has acquired from the Sole Shareholder and forming part of the Portfolio (after giving effect to such proposed acquisition) to exceed 85% of the Aggregate Outstanding Amount of the Class A Notes as of such date; and (v) if such Portfolio Asset to be acquired is a Second Lien Loan, the acquisition will not cause the aggregate of the Adjusted Principal Balances of all Portfolio Assets forming part of the Portfolio that are Second Lien Loans (measured as of the trade date of the proposed acquisition, and after giving effect to such proposed acquisition) to exceed 6050% of the Aggregate Outstanding Amount of the Notes as of such date (provided that, for purposes of such determination, the Aggregate Outstanding Amount of the Class A-R Notes shall be the Outstanding Class A-R Funded Amount).

Acquisition of Portfolio Assets. The Issuer will not acquire any Portfolio Asset (other than a Portfolio Asset included in the Portfolio on the Closing Date) unless as of the Portfolio Asset Trade Date (x) such Portfolio Asset satisfies each of the Asset Eligibility Criteria and (y) each of the following conditions is satisfied: (i) other than in the case of a Portfolio Asset contributed by (as opposed to acquired in consideration of an agreed purchase price from) the Sole Shareholder pursuant to Section 3 of the Issuer Contribution Agreement, the acquisition of such Portfolio Asset and the purchase price thereof shall be on arm’s length termsterms and, in the case of an acquisition from an Affiliate of the Collateral Manager, is approved by UBS in a written consent; (ii) the Sole Shareholder is not in default of any payment obligation or contribution obligation owing under the Issuer Contribution AgreementAgreement (including, without limitation, any obligation arising under Section 3 thereof that must be satisfied on or prior to the relevant acquisition trade date or settlement date of the proposed acquisition, as applicable); (iii) no Event of Default (or any event that, with the giving of notice or the lapse of time or both, would become an Event of Default) shall have occurred and be continuing immediately prior to or immediately after giving effect to such acquisition; (iv) if such Portfolio Asset is to be acquired from the Sole Shareholder, the acquisition will not cause the aggregate of the Adjusted Principal Balance of all Portfolio Assets that the Issuer has acquired from the Sole Shareholder and forming part of the Portfolio (after giving effect to such proposed acquisition) to exceed 85% of the Aggregate Outstanding Amount of the Class A Notes as of such date; and; (v) if such Portfolio Asset to be acquired is a Second Lien Loan, the acquisition will not cause the aggregate of the Adjusted Principal Balances of all Portfolio Assets forming part of the Portfolio that are Second Lien Loans (measured as of the trade date of the proposed acquisition, and after giving effect to such proposed acquisition) to exceed 60% of the Aggregate Outstanding Amount of the Notes as of such date (provided that, for purposes of such determination, the Aggregate Outstanding Amount of the Class A-R Notes shall be the Outstanding Class A-R Funded Amount); (vi) if such Portfolio Asset to be acquired is a Middle Market Loan, the acquisition will not cause a Middle Market Loan Excess to occur as of such date; (vii) if such Portfolio Asset is a Zero Value Portfolio Asset, all margin required to be posted to UBS by the Sole Shareholder pursuant to the terms of the Global Master Repurchase Agreement has been so posted prior to such Portfolio Asset Trade Date; and (viii) UBS (which shall be an express third party beneficiary of this Indenture for purposes of exercising such confirmation right under this Section 12.2(a)(viii)) has confirmed in writing to the Issuer, the Trustee and the Collateral Administrator that (A) if the Outstanding Class A-R Funded Amount is greater than zero on such Portfolio Asset Trade Date, the Asset Coverage Ratio Test will be satisfied immediately after giving effect to such acquisition and (B) it agrees with the determination set forth in the applicable Collateral Change Event Notice delivered by the Collateral Manager on behalf of the Issuer under the Issuer Contribution Agreement, including with respect to the Purchase Price and applicable Advance Percentage of any Portfolio Asset being acquired by the Issuer in connection with such acquisition, such confirmation to be provided promptly. For purposes of each of Section 12.2 and Section 12.3, each of (x) a contribution of a Portfolio Asset to the Issuer and (y) a substitution (in whole or part) of any Portfolio Asset held by the Issuer for one or more different Portfolio Assets will constitute an acquisition of such Portfolio Asset(s) by the Issuer.

Acquisition of Portfolio Assets. The Issuer will not acquire any Portfolio Asset (other than a Portfolio Asset included in the Portfolio on the Closing Date) unless as of the Portfolio Asset Trade Date (x) such Portfolio Asset satisfies each of the Asset Eligibility Criteria and (y) each of the following conditions is satisfied: (i) other than in the case of a Portfolio Asset contributed by (as opposed to acquired in consideration of an agreed purchase price from) the Sole Shareholder pursuant to Section 3 of the Issuer Contribution Agreement, the acquisition of such Portfolio Asset and the purchase price thereof shall be on arm’s length termsterms and, in the case of an acquisition from an Affiliate of the Collateral Manager, is approved by UBS in a written consent; (ii) the Sole Shareholder is not in default of any payment obligation or contribution obligation owing under the Issuer Contribution AgreementAgreement (including, without limitation, any obligation arising under Section 3 thereof that must be satisfied on or prior to the relevant acquisition trade date or settlement date of the proposed acquisition, as applicable); (iii) no Event of Default (or any event that, with the giving of notice or the lapse of time or both, would become an Event of Default) shall have occurred and be continuing immediately prior to or immediately after giving effect to such acquisition; (iv) if such Portfolio Asset is to be acquired from the Sole Shareholder, the acquisition will not cause the aggregate of the Adjusted Principal Balance of all Portfolio Assets that the Issuer has acquired from the Sole Shareholder and forming part of the Portfolio (after giving effect to such proposed acquisition) to exceed 85% of the Aggregate Outstanding Amount of the Class A Notes as of such date; and; (v) if such Portfolio Asset to be acquired is a Second Lien Loan, the acquisition will not cause the aggregate of the Adjusted Principal Balances of all Portfolio Assets forming part of the Portfolio that are Second Lien Loans (measured as of the trade date of the proposed acquisition, and after giving effect to such proposed acquisition) to exceed 60% of the Aggregate Outstanding Amount of the Notes as of such date (provided that, for purposes of such determination, the Aggregate Outstanding Amount of the Class A-R Notes shall be the Outstanding Class A-R Funded Amount); (vi) if such Portfolio Asset to be acquired is a Middle Market Loan, the acquisition will not cause a Middle Market Loan Excess to occur as of such date; (vii) if such Portfolio Asset is a Zero Value Portfolio Asset, all margin required to be posted to UBS by the Sole Shareholder pursuant to the terms of the Global Master Repurchase Agreement has been so posted prior to such Portfolio Asset Trade Date; and (viii) UBS (which shall be an express third party beneficiary of this Indenture for purposes of exercising such confirmation right under this Section 12.2(a)(viii)) has confirmed in writing to the Issuer, the Trustee and the Collateral Administrator that it agrees with the determination set forth in the applicable Collateral Change Event Notice delivered by the Collateral Manager on behalf of the Issuer under the Issuer Contribution Agreement, including with respect to the Purchase Price and applicable Advance Percentage of any Portfolio Asset being acquired by the Issuer in connection with such acquisition, such confirmation to be provided promptly. For purposes of each of Section 12.2 and Section 12.3, each of (x) a contribution of a Portfolio Asset to the Issuer and (y) a substitution (in whole or part) of any Portfolio Asset held by the Issuer for one or more different Portfolio Assets will constitute an acquisition of such Portfolio Asset(s) by the Issuer.

Acquisition of Portfolio Assets. The Issuer will not acquire any Portfolio Asset (other than a Portfolio Asset included in the Portfolio on the Closing Date) unless as of the Portfolio Asset Trade Date (x) such Portfolio Asset satisfies each of the Asset Eligibility Criteria and (y) each of the following conditions is satisfied: (i) the acquisition of such Portfolio Asset and the purchase price thereof shall be is on arm’s length termsterms and, in the case of an acquisition from an Affiliate of the Collateral Manager, is approved by UBS in a written consent; (ii) the Sole Shareholder is not in default of any payment obligation or contribution obligation owing under the Issuer Contribution Agreement; (iii) no Event of Default (or any event that, with the giving of notice or the lapse of time or both, would become an Event of Default) shall have occurred and be continuing immediately prior to or immediately after giving effect to such acquisition; (iv) if such Portfolio Asset is to be acquired from the Sole Shareholder, the acquisition will not cause the aggregate of the Adjusted Principal Balance of all Portfolio Assets that the Issuer has acquired from the Sole Shareholder and forming part of the Portfolio (after giving effect to such proposed acquisition) to exceed 85% of the Aggregate Outstanding Amount of the Class A Notes as of such date; and; (v) if such Portfolio Asset to be acquired is a Second Lien Loan, the acquisition will not cause the aggregate of the Adjusted Principal Balances of all Portfolio Assets forming part of the Portfolio that are Second Lien Loans (measured as of the trade date of the proposed acquisition, and after giving effect to such proposed acquisition) to exceed 60% of the Aggregate Outstanding Amount of the Notes as of such date (provided that, for purposes of such determination, the Aggregate Outstanding Amount of the Class A-R Notes shall be the Outstanding Class A-R Funded Amount); and (vi) if such Portfolio Asset to be acquired is a Middle Market Loan, the acquisition will not cause a Middle Market Loan Excess to occur as of such date.

Acquisition of Portfolio Assets. The Issuer will shall not acquire any Portfolio Asset Loan (other than a Portfolio Asset included in the Portfolio on the Closing Date or a Delayed Draw Funding Date) unless such Loan is a Portfolio Asset and (i) not less than one Business Day prior to the Portfolio Asset Trade Date, UBS has been given notice of the proposed acquisition of such Portfolio Asset and (ii) as of the Portfolio Asset Trade Date (x) such Portfolio Asset satisfies each of the Asset Eligibility Criteria and (y) Date, each of the following conditions is satisfied: (i) other than in the case of a Portfolio Asset contributed by (as opposed to acquired in consideration of an agreed purchase price from) the Sole Member pursuant to Section 3 of the Equity Contribution Agreement, the acquisition of such Portfolio Asset and the purchase price thereof shall be on arm’s length terms (it being agreed that any acquisition of such Portfolio Asset pursuant to a Transaction Document shall be deemed to be on arm’s length terms) and, in the case of an acquisition from or financed in whole or in part by an Affiliate of the Collateral Manager, is approved by UBS in a written consent; (ii) the Sole Shareholder Member is not in default of any payment obligation or contribution obligation owing to the Issuer under the Issuer Equity Contribution AgreementAgreement (including, without limitation, any obligation arising under Section 3 thereof that must be satisfied on or prior to the relevant acquisition trade date or settlement date of the proposed acquisition, as applicable); (iii) no Event of Default (or any event that, with the giving of notice or the lapse of time or both, would become an Event of Default) shall have occurred and be continuing immediately prior to or immediately after giving effect to such acquisition; (iv) if such Portfolio Asset is a Zero Value Portfolio Asset, all margin required to be acquired from posted with UBS by the Sole Shareholder, Counterparty pursuant to the acquisition will not cause the aggregate terms of the Adjusted Principal Balance of all Portfolio Assets that the Issuer Global Master Repurchase Agreement has acquired from the Sole Shareholder and forming part of the Portfolio (after giving effect been so posted prior to such proposed acquisition) to exceed 85% of the Aggregate Outstanding Amount of the Class A Notes as of such datePortfolio Asset Trade Date; and (v) if UBS has confirmed in writing to the Issuer, the Trustee and Collateral Administrator that it agrees with the determinations set forth in the applicable Collateral Change Event Notice delivered by the Collateral Manager on behalf of the Issuer under the Equity Contribution Agreement, including with respect to the Initial Market Value and Advance Percentage of any Portfolio Asset being acquired by the Issuer in connection with such acquisition (and UBS is an express third party beneficiary of this Indenture for purposes of exercising such confirmation right under this Section 12.2(a)(v)), such confirmation to be provided promptly. For purposes of each of Section 12.2 and 12.3, each of (x) a contribution of a Portfolio Asset to the Issuer and (y) a substitution (in whole or part) of any Portfolio Asset held by the Issuer for one or more different Portfolio Assets will constitute an acquisition of such Portfolio Asset to be acquired is a Second Lien Loan, by the acquisition will not cause the aggregate of the Adjusted Principal Balances of all Portfolio Assets forming part of the Portfolio that are Second Lien Loans (measured as of the trade date of the proposed acquisition, and after giving effect to such proposed acquisition) to exceed 60% of the Aggregate Outstanding Amount of the Notes as of such date (provided that, for purposes of such determination, the Aggregate Outstanding Amount of the Class A-R Notes shall be the Outstanding Class A-R Funded Amount)Issuer.

Acquisition of Portfolio Assets. The Issuer will not acquire any Portfolio Asset (other than a Portfolio Asset included in the Portfolio on the Closing Date) unless as of the Portfolio Asset Trade Date (x) such Portfolio Asset satisfies each of the Asset Eligibility Criteria and (y) each of the following conditions is satisfied: (i) the acquisition of such Portfolio Asset and the purchase price thereof shall be is on arm’s length termsterms and, in the case of an acquisition from an Affiliate of the Collateral Manager, is approved by UBS in a written consent; (ii) the Sole Shareholder is not in default of any payment obligation or contribution obligation owing under the Issuer Contribution Agreement; (iii) no Event of Default (or any event that, with the giving of notice or the lapse of time or both, would become an Event of Default) shall have occurred and be continuing immediately prior to or immediately after giving effect to such acquisition; (iv) if such Portfolio Asset is to be acquired from the Sole Shareholder, the acquisition will not cause the aggregate of the Adjusted Principal Balance of all Portfolio Assets that the Issuer has acquired from the Sole Shareholder and forming part of the Portfolio (after giving effect to such proposed acquisition) to exceed 85% of the Aggregate Outstanding Amount of the Class A Notes as of such date; and (v) if such Portfolio Asset to be acquired is a Second Lien Loan, the acquisition will not cause the aggregate of the Adjusted Principal Balances of all Portfolio Assets forming part of the Portfolio that are Second Lien Loans (measured as of the trade date of the proposed acquisition, and after giving effect to such proposed acquisition) to exceed 60% of the Aggregate Outstanding Amount of the Notes as of such date (provided that, for purposes of such determination, the Aggregate Outstanding Amount of the Class A-R Notes shall be the Outstanding Class A-R Funded Amount).