Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then: (i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein; (iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland; (iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and (v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 11 contracts
Samples: Loan Sale Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Technology Income Corp.), Loan Sale Agreement (Blue Owl Capital Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandDelaware;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, Trustee and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 6 contracts
Samples: Loan Sale Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Capital Corp III), Loan Sale Agreement (Owl Rock Capital Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Collateral Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Collateral Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Collateral Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Trustee, or will be delivered to the Collateral Trustee, and, if in registered form, has been specially Indorsed to the Collateral Trustee or in blank by an effective Indorsement or has been registered in the name of the Collateral Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Collateral Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 6 contracts
Samples: Loan Sale Agreement (Blue Owl Capital Corp), Loan Sale Agreement (Blue Owl Technology Finance Corp. II), Loan Sale Agreement (Blue Owl Credit Income Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Collateral Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Collateral Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandDelaware;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Collateral Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Trustee, or will be delivered to the Trustee, Collateral Trustee and, if in registered form, has been specially Indorsed to the Collateral Trustee or in blank by an effective Indorsement or has been registered in the name of the Collateral Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Collateral Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 6 contracts
Samples: Loan Sale Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Capital Corp), Loan Sale Agreement (Blue Owl Credit Income Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped file‑stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 4 contracts
Samples: Loan Sale Agreement (Owl Rock Technology Finance Corp.), Loan Sale Agreement (Owl Rock Capital Corp), Loan Sale Agreement (Owl Rock Capital Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandDelaware;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, Trustee and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped file‑stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 3 contracts
Samples: Loan Sale Agreement (Owl Rock Capital Corp), Loan Sale Agreement (Owl Rock Capital Corp), Loan Sale Agreement (Owl Rock Capital Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the TrusteeDocument Custodian, or will be delivered to the TrusteeDocument Custodian, for the benefit of the Collateral Agent and, if in registered form, has been specially Indorsed to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee Collateral Agent to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 3 contracts
Samples: Sale and Contribution Agreement (Owl Rock Core Income Corp.), Sale and Contribution Agreement (Owl Rock Core Income Corp.), Sale and Contribution Agreement (Owl Rock Capital Corp II)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeFacility Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the TrusteeCollateral Custodian, or will be delivered to the TrusteeCollateral Custodian, for the benefit of the Collateral Agent and, if in registered form, has been specially Indorsed to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee Collateral Agent to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 3 contracts
Samples: Sale and Contribution Agreement (Owl Rock Capital Corp III), Sale and Contribution Agreement (Owl Rock Core Income Corp.), Sale and Contribution Agreement (Owl Rock Capital Corp)
Backup Security Interest. In (i) Notwithstanding that it is the event that, notwithstanding the express intent of the partiesparties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the TrusteeCollateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
; (ii) the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accountsInvestment Property, deposit accounts, supporting obligations, insurance, investment property Deposit Accounts and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the UCC as applicable UCC; with respect to which Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Custodial Account, subject to the delivery requirements contained in the Credit Agreement; the Seller owns and has complied with its obligations as set forth herein;
good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Loan Collateral Asset to the sale and granting of a security interest in the Loan Collateral Assets hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
the applicable jurisdiction; (ivv) none all original executed copies of the each underlying promissory notes that constitute note constituting or evidence the Loan Assets has evidencing any marks or notations indicating that they Transferred Asset have been pledgedor, assigned or otherwise conveyed subject to any Person other than the Purchaser and delivery requirements contained in the TrusteeCredit Agreement, as assignee on behalf of will be delivered to the Secured PartiesCustodian; and
(vvi) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteeCustodian, or will be delivered to as bailee of the Trustee, Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially Indorsed indorsed (within the meaning of the UCC) to the Trustee Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Trustee Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably availableCertificated Security; and in the case of an uncertificated securityUncertificated Security, either by (A) causing the Trustee Purchaser or its designee to become the registered owner of such uncertificated security and Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to remain effectivethe extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under Applicable Law, including the UCC.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (Blue Owl Credit Income Corp.), Sale and Contribution Agreement (Owl Rock Technology Income Corp.)
Backup Security Interest. In the event that, notwithstanding the intent and agreement of the parties, the Conveyances hereunder shall be characterized as loans or other secured financings and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Collateral Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Collateral Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandDelaware;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Collateral Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Trustee, or will be delivered to the Trustee, Collateral Trustee and, if in registered form, has been specially Indorsed to the Collateral Trustee or in blank by an effective Indorsement or has been registered in the name of the Collateral Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Collateral Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 2 contracts
Samples: Loan Sale Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Credit Income Corp.)
Backup Security Interest. In the event that, notwithstanding the intent and agreement of the parties, the Conveyances hereunder shall be characterized as loans or other secured financings and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Collateral Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Collateral Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Collateral Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Trustee, or will be delivered to the Collateral Trustee, and, if in registered form, has been specially Indorsed to the Collateral Trustee or in blank by an effective Indorsement or has been registered in the name of the Collateral Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Collateral Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 2 contracts
Samples: Loan Sale Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Credit Income Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) i. this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) . the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) . the Seller owns and has good and marketable title to the Transferred Collateral Obligations Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any Lien;
iv. the Seller has received all consents and approvals required by the terms of any Loan Asset Collateral Obligation to the sale and granting of a security interest in the Loan Assets Collateral Obligations hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; ;
v. the Seller has taken all necessary steps to file caused or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandDelaware;
vi. the Seller has not filed or authorized the filing of, and is not aware of, any financing statement against the Seller that includes as a description of collateral covering any Collateral Obligation other than financing statements (ivA) relating to the security interest granted to the Purchaser and the Collateral Agent under this Agreement or pursuant to any other Transaction Document, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the Effective Date;
vii. all original executed copies of each underlying promissory note constituting or evidencing any Transferred Collateral Obligation have been or, subject to the delivery requirements contained in the Loan and Servicing Agreement, will be delivered to the Purchaser;
viii. none of the underlying promissory notes that constitute or evidence the Loan Assets Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) ix. with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteePurchaser or, or will be delivered to the Trustee, Purchaser and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Purchaser or in blank by an effective Indorsement or has been registered in the name of the Trustee Purchaser upon original issue or registration of transfer by the Seller of such certificated securityCertificated Security, in each case, promptly upon receiptreceipt but in no event later than three (3) Business Days following the related Funding Date; provided that any file-file- stamped document, promissory note and certificates relating to including in any Loan Asset Collateral Obligation File shall be delivered as soon as they are reasonably availableavailable (even if not within three (3) Business Days of the related Funding Date); and in the case of an uncertificated securityUncertificated Security, by (A) causing the Trustee Purchaser to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (Oaktree Specialty Lending Corp), Sale and Contribution Agreement (Oaktree Strategic Income Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) i. this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeFacility Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) . the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) . the Seller owns and has good and marketable title to the Transferred Collateral Obligations Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any Lien;
iv. the Seller has received all consents and approvals required by the terms of any Loan Asset Collateral Obligation to the sale and granting of a security interest in the Loan Assets Collateral Obligations hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; ;
v. the Seller has taken all necessary steps to file caused or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Maryland;
vi. the Seller has not filed or authorized the filing of, and is not aware of, any financing statement against the Seller that includes as a description of collateral covering any Collateral Obligation other than financing statements (ivA) relating to the security interest granted to the Purchaser and the Facility Agent under this Agreement or pursuant to any other Transaction Document, or (B) that have been terminated and/or fully and validly assigned to the Facility Agent on or prior to the Effective Date;
vii. all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Loan Agreement, will be delivered to the Purchaser;
viii. none of the underlying promissory notes that constitute or evidence the Loan Assets Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed Conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) ix. with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security Certificated Security has been delivered to the TrusteePurchaser or its designee, or will be delivered to the TrusteePurchaser or its designee, and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Purchaser or its designee or in blank by an effective Indorsement or has been registered in the name of the Trustee Purchaser or its designee upon original issue or registration of transfer by the Seller of such certificated securityCertificated Security, in each case, promptly upon receiptreceipt but in no event later than three (3) Business Days following the related Funding Date; provided that any file-stamped document, promissory note and certificates relating to including in any Loan Asset Collateral Obligation File shall be delivered as soon as they are reasonably availableavailable (even if not within three (3) Business Days of the related Funding Date); and in the case of an uncertificated securityUncertificated Security, by (A) causing the Trustee Purchaser or its designee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (Golub Capital BDC 3, Inc.), Sale and Contribution Agreement (GOLUB CAPITAL INVESTMENT Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) then this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeAdministrative Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article)UCC, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) Borrower; the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
; with respect to Transferred Assets that constitute Security Entitlements (iiiA) all of such Security Entitlements have been credited to the Collection Account and the Securities Intermediary has agreed to treat all assets credited to the Collection Account as Financial Assets, (B) all steps necessary to enable the Collateral Agent to obtain Control with respect to the Collection Account have been taken and (C) the Seller has received all consents and approvals required by Collection Account is not in the terms name of any Loan Asset Person other than the Purchaser, subject to the sale and granting Lien of a security interest in the Loan Assets hereunder to Administrative Agent for the Purchaser and the Trustee, as assignee on behalf benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Purchaser (or the Servicer on its behalf) may cause cash in the Collection Account to be invested in Cash Equivalents, and the proceeds thereof to be paid and distributed in accordance with the Credit Agreement; all Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the interest in the Transferred Assets Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
the state of Maryland (iv) to the extent such security interest may be perfected by filing a UCC financing statement under such article); all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset, if any, have been or, subject to the delivery requirements contained in the Credit Agreement, will be delivered to the Collateral Custodian; none of the underlying promissory notes that constitute or evidence the Loan Collateral Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Custodian, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteeCollateral Custodian or, or subject to the delivery requirements contained in the Credit Agreement, will be delivered to the TrusteeCollateral Custodian, as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Custodian upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably availableCertificated Security; and in the case of an uncertificated securityUncertificated Security, by (A) causing the Trustee Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (Blue Owl Capital Corp III), Sale and Contribution Agreement (Owl Rock Core Income Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the TrusteeDocument Custodian, or will be delivered to the TrusteeDocument Custodian, for the benefit of the Collateral Agent and, if in registered form, has been specially Indorsed to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee Collateral Agent to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (Owl Rock Technology Finance Corp. II), Sale and Contribution Agreement (Owl Rock Capital Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeAdministrative Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the TrusteeCollateral Custodian, or will be delivered to the TrusteeCollateral Custodian, for the benefit of the Collateral Agent and, if in registered form, has been specially Indorsed to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee Collateral Agent to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (Owl Rock Core Income Corp.), Sale and Contribution Agreement (Owl Rock Capital Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeAdministrative Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset Collateral Obligation to the sale and granting of a security interest in the Loan Assets Collateral Obligations hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteeCollateral Administrator or, or will be delivered to the Trustee, Collateral Administrator and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Collateral Administrator or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Administrator upon original issue or registration of transfer by the Seller of such certificated securityCertificated Security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset Collateral Obligation shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee Collateral Administrator to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (Owl Rock Technology Finance Corp.), Sale and Contribution Agreement (Owl Rock Technology Income Corp.)
Backup Security Interest. In (i) Notwithstanding that it is the event that, notwithstanding the express intent of the partiesparties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the TrusteeCollateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
; (ii) the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accountsInvestment Property, deposit accounts, supporting obligations, insurance, investment property Deposit Accounts and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the UCC as applicable UCC; with respect to which Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Collateral Account, subject to the delivery requirements contained in the Pledge Agreement; the Seller owns and has complied with its obligations as set forth herein;
good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Loan Asset Collateral Obligation to the sale and granting of a security interest in the Loan Assets Collateral Obligations hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
the applicable jurisdiction; (ivv) none all original executed copies of the each underlying promissory notes that constitute note constituting or evidence the Loan Assets has evidencing any marks or notations indicating that they Transferred Asset have been pledgedor, assigned or otherwise conveyed subject to any Person other than the Purchaser and delivery requirements contained in the TrusteeCredit Agreement, as assignee on behalf of will be delivered to the Secured PartiesCollateral Custodian; and
(vvi) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteeCollateral Custodian, or will be delivered to as bailee of the Trustee, Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially Indorsed indorsed (within the meaning of the UCC) to the Trustee Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Trustee Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably availableCertificated Security; and in the case of an uncertificated securityUncertificated Security, either by (A) causing the Trustee Purchaser or its designee to become the registered owner of such uncertificated security and Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to remain effectivethe extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under applicable law, including the UCC.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (Kennedy Lewis Capital Co), Sale and Contribution Agreement (Apollo Debt Solutions BDC)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) then this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by the filing of a UCC financing statement under such articleArticle), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) Purchaser; the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
; with respect to Transferred Assets that constitute Security Entitlements (iiiA) all of such Security Entitlements have been credited to the Collection Account and the Securities Intermediary has agreed to treat all assets credited to the Collection Account as Financial Assets, (B) all steps necessary to enable the Collateral Agent to obtain Control with respect to the Collection Account have been taken and (C) the Collection Account is not in the name of any Person other than the Purchaser, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Purchaser (or the Servicer on its behalf) may cause cash in the Collection Account to be invested in Permitted Investments, and the proceeds thereof to be paid and distributed in accordance with the Loan Agreement; all Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the Transferred Assets purchased by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); the Seller has received all consents and approvals required by the terms of any Loan Asset Collateral Obligation to the sale and granting of a security interest in the Loan Assets Collateral Obligations hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as UCC; all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in effect in Maryland;
(iv) the Loan Agreement, will be delivered to the Collateral Custodian; the Seller has received, or subject to the delivery requirements contained the Loan Agreement will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Loan Assets Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed Conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security Certificated Security has been delivered to the TrusteeCollateral Custodian, or will be delivered to as assignee of the Trustee, Purchaser on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Custodian upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably availableCertificated Security; and in the case of an uncertificated securityUncertificated Security, by (A) causing the Trustee Collateral Custodian to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Vista Credit Strategic Lending Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) then this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest (whether now owned or hereafter acquired or arising, and wherever located) in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is will, upon the filing of the financing statements referred to in Section 2.1(d), be validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by the filing of a UCC financing statement under such articleArticle), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) Purchaser; the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
; with respect to Transferred Assets that constitute Security Entitlements (i) all of such Security Entitlements have been credited to the Collection Account and the Securities Intermediary has agreed to treat all assets credited to the Collection Account as Financial Assets, (ii) all steps necessary to enable the Collateral Agent to obtain Control with respect to the Collection Account have been taken and (iii) the Collection Account is not in the name of any Person other than the Purchaser, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Purchaser (or the Servicer on its behalf) may cause cash in the Collection Account to be invested in Permitted Investments, and the proceeds thereof to be paid and distributed in accordance with the Loan Agreement; all Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the Transferred Assets purchased by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); the Seller has received (or will have received, upon settlement) all consents and approvals required by the terms of any Loan Asset Collateral Obligation to the sale and granting of a security interest in the Loan Assets Collateral Obligations hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Loan Agreement, will be delivered to the Collateral Custodian; the Seller has received, or subject to the delivery requirements contained the Loan Agreement will receive, a written acknowledgment from the Collateral Agent that the Collateral Agent or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Loan Assets Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed Conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security Certificated Security has been delivered to the TrusteeCollateral Agent, or will be delivered to as assignee of the Trustee, Purchaser on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated securityCertificated Security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating case to any Loan Asset shall be delivered as soon as they are reasonably available; and in held by the case Collateral Custodian on behalf of an uncertificated security, by (A) causing the Trustee to become Collateral Agent for the registered owner benefit of such uncertificated security and (B) causing such registration to remain effectivethe Secured Parties.
Appears in 1 contract
Samples: Sale and Contribution Agreement (New Mountain Finance Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) i. this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) . the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
iii. the Seller owns and has good and marketable title to the Transferred Assets Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any lien (iii) other than the liens in favor of the Purchaser and the Secured Parties pursuant to the Loan Documents and inchoate liens arising by operation of law, Permitted Liens or any lien that will be released prior to or contemporaneously with the applicable Conveyance); BUSINESS.30700594.6
iv. the Seller has received all consents and approvals required by the terms of any Loan Asset Portfolio Investment to the sale and granting of a security interest in the Loan Assets Portfolio Investments hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Marylandthe State of Delaware;
(iv) v. all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Loan Agreement, will be delivered to the Purchaser or the Collateral Agent;
vi. none of the underlying promissory notes that constitute or evidence the Loan Assets Portfolio Investments has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and
(v) vii. with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteeSecurities Intermediary or, or will be delivered to the Trustee, Securities Intermediary and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Securities Intermediary on behalf of the Purchaser or in blank by an effective Indorsement or has been registered in the name of the Trustee Securities Intermediary upon original issue or registration of transfer by the Seller of such certificated securityCertificated Security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset Portfolio Investment shall be delivered as soon as they are reasonably available; and in the case of an uncertificated securityUncertificated Security, by (A) causing the Trustee Securities Intermediary to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Crescent Private Credit Income Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeAdministrative Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, constitute “general intangibles, ,” “instruments,” “accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, ,” “investment property and proceeds (each as defined in property,” or “chattel paper,” within the meaning of the applicable UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of the Collateral Assets to any Loan Asset to Conveyance of the sale and granting of a security interest in the Loan Collateral Assets hereunder to the Purchaser and (except (A) to the Trustee, as assignee on behalf extent that the requirement for such consent is rendered ineffective under Section 9-406 of the Secured Parties; UCC and (B) for any customary procedural requirements and agents’ and/or obligors’ consents expected to be obtained in due course in connection with the transfer of the Collateral Assets to the Purchaser (except, in the case of clause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has taken all necessary steps or will obtain), and (C) any such consent which the failure to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order obtain would not reasonably be expected to perfect the security interest in that portion of the Transferred Assets in which have a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandMaterial Adverse Effect);
(iv) none of the underlying promissory notes that constitute or evidence the Loan Collateral Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeAdministrative Agent, as assignee on behalf of the Secured Parties; and;
(v) except with respect to a Transferred any Collateral Asset for which there is no promissory note, all original executed copies of each promissory note that constitutes a “certificated security,” such certificated security has or evidences the Collateral Assets have been delivered to the Trustee, or will be delivered to the Trustee, and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller at the direction of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered the Purchaser as soon as they are reasonably available; and in required under the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveCredit Agreement.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Palmer Square Capital BDC Inc.)
Backup Security Interest. In the event that, notwithstanding the intent and agreement of the parties, the Conveyances hereunder shall be characterized as loans or other secured financings and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandDelaware;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, Trustee and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest on the such Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the such Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the such Seller has complied with its obligations as set forth herein;
(iii) the such Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the such Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandDelaware;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, Trustee and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the such Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) then this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets granted by the Seller in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured PartiesPurchaser, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article)UCC, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) ; the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
; with respect to Transferred Assets that constitute Security Entitlements (iiiA) all of such Security Entitlements have been credited to the Collection Account and the Securities Intermediary has agreed to treat all assets credited to the Collection Account as Financial Assets, (B) all steps necessary to enable the Administrative Agent to obtain Control with respect to the Collection Account have been taken and (C) the Seller has received all consents and approvals required by Collection Account is not in the terms name of any Loan Asset Person other than the Purchaser, subject to the sale and granting Lien of a security interest in the Loan Assets hereunder to Administrative Agent for the Purchaser and the Trustee, as assignee on behalf benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Purchaser (or the Servicer on its behalf) may cause cash in the Collection Account to be invested in Cash Equivalents, and the proceeds thereof to be paid and distributed in accordance with the Credit Agreement; all Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the interest in the Transferred Assets Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as UCC; all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset, if any, have been or, subject to the delivery requirements contained in effect in Maryland;
(iv) the Credit Agreement, will be delivered to the Collateral Custodian; the Seller has received, or subject to the delivery requirements contained the Credit Agreement will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its agent or bailee is holding each underlying promissory note evidencing a Collateral Asset solely on behalf of the Administrative Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Loan Collateral Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and and/or the TrusteeAdministrative Agent, as assignee on behalf of the Secured Parties, as applicable; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteeCollateral Custodian or, or subject to the delivery requirements contained in the Credit Agreement, will be delivered to the TrusteeCollateral Custodian, as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Custodian upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably availableCertificated Security; and in the case of an uncertificated securityUncertificated Security, by (A) causing the Trustee Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Nuveen Churchill Private Capital Income Fund)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC Uniform Commercial Code as in effect in the applicable jurisdiction (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC Uniform Commercial Code as in effect in Marylandany applicable jurisdiction;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Loan Sale Agreement (Blue Owl Technology Finance Corp. II)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) then this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article)UCC, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) Borrower; the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
; with respect to Transferred Assets that constitute Security Entitlements, (iiiA) all of such Security Entitlements have been credited to the Collection Account or Reference Asset Account, as applicable, and the Securities Intermediary has agreed to treat all assets credited to the Collection Account or Reference Asset Account, as applicable, as Financial Assets, (B) all steps necessary to enable the Collateral Agent to obtain Control with respect to the Collection Account or Reference Asset Account, as applicable, have been taken and (C) the Collection Account or Reference Asset Account, as applicable, is not in the name of any Person other than the Purchaser, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Purchaser (or the Servicer on its behalf) may cause cash in the Collection Account or Reference Asset Account, as applicable, to be invested in Permitted Investments, and the proceeds thereof to be paid and distributed in accordance with the Loan Agreement; all Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the Transferred Assets purchased by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); the Seller has received all consents and approvals required by the terms of any Loan Asset Collateral Obligation to the sale and granting of a security interest in the Loan Assets Collateral Obligations hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) ; all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Loan Agreement, will be delivered to the Collateral Custodian; the Seller has received, or subject to the delivery requirements contained the Loan Agreement will receive, a written acknowledgment from the Collateral Agent that the Collateral Agent or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Loan Assets Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteeCollateral Agent, or will be delivered to as assignee of the Trustee, Purchaser on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably availableCertificated Security; and in the case of an uncertificated securityUncertificated Security, by (A) causing the Trustee Collateral Agent to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Business Development Corp of America)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) then this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article)UCC, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) Borrower; the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
; with respect to Transferred Assets that constitute Security Entitlements, (iiiA) all of such Security Entitlements have been credited to the Collection Account, and the Securities Intermediary has agreed to treat all assets credited to the Collection Account as Financial Assets, (B) all steps necessary to enable the Collateral Agent to obtain Control with respect to the Collection Account have been taken and (C) the Collection Account is not in the name of any Person other than the Purchaser, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Purchaser (or the Collateral Manager on its behalf) may cause cash in the Collection Account to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with the Credit Agreement; all Covered Accounts constitute Securities Accounts; the Seller owns and has good and marketable title to the Transferred Assets purchased by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); the Seller has received all consents and approvals required by the terms of any Collateral Loan Asset to the sale and granting of a security interest in the Loan Assets Collateral Loans hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none ; all original executed copies of the each underlying promissory notes that constitute note constituting or evidence the Loan Assets has evidencing any marks or notations indicating that they Transferred Asset have been pledgedor, assigned or otherwise conveyed subject to any Person other than the Purchaser and delivery requirements contained in the TrusteeCredit Agreement, as assignee on behalf of will be delivered to the Secured PartiesCustodian; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteeCollateral Agent, or will be delivered to as assignee of the Trustee, Purchaser on behalf of the Secured Parties and, if in registered form, has been specially Indorsed indorsed (within the meaning of the UCC) to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably availableCertificated Security; and in the case of an uncertificated securityUncertificated Security, by (A) causing the Trustee Collateral Agent to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Business Development Corp of America)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) : i. this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeFacility Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(; ii) . the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
(; iii) . the Seller owns and has good and marketable title to the Transferred Collateral Obligations Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any Lien; iv. the Seller has received all consents and approvals required by the terms of any Loan Asset Collateral Obligation to the sale and granting of a security interest in the Loan Assets Collateral Obligations hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; v. the Seller has taken all necessary steps to file caused or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Maryland;
(iv) none ; vi. the Seller has not filed or authorized the filing of, and is not aware of, any financing statement against the Seller that includes as a description of the underlying promissory notes that constitute or evidence the Loan Assets has collateral covering any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person Collateral Obligation other than financing statements (A) relating to the security interest granted to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect Facility Agent under this Agreement or pursuant to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trusteeany other Transaction Document, or will be delivered to the Trustee, and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration that have been terminated and/or fully and validly assigned to remain effective.the Facility Agent on or prior to the Effective Date;
Appears in 1 contract
Samples: Sale and Contribution Agreement (Golub Capital BDC 3, Inc.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is shall be validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the SellerPurchaser;
(ii) the Transferred Assets are comprised composed of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds Proceeds (each as defined in the UCC) and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) with respect to Transferred Assets that constitute Security Entitlements (A) all of such Security Entitlements have been credited to the Collateral Accounts and the Securities Intermediary has agreed to treat all assets credited to the Collateral Accounts as “Financial Assets” (as defined in the UCC), (B) all steps necessary to enable the Collateral Agent to obtain control within the meaning of Section 9-104 of the UCC with respect to the Collateral Accounts have been taken and (C) the Collateral Accounts are not in the name of any Person other than the Purchaser, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties;
(iv) the Purchaser has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control, the Purchaser (or the Portfolio Manager on its behalf) may cause cash in the Collateral Accounts to be invested or distributed in accordance with the Loan Agreement;
(v) all Collateral Accounts constitute Securities Accounts (as defined in the UCC);
(vi) the Seller owns and has good and marketable title to the Transferred Assets Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any lien;
(vii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; ;
(viii) the Seller has taken all necessary steps to file or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandDelaware;
(ivix) the Seller has not filed or authorized the filing of, and is not aware of, any financing statement against the Seller that includes as a description of collateral covering any Loan Asset other than financing statements (A) relating to the security interest granted to the Purchaser and the Collateral Agent under this Agreement or pursuant to any other Transaction Document, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the Closing Date;
(x) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(vxi) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security (within the meaning of the UCC), such certificated security Certificated Security has been delivered to the TrusteeCollateral Agent or, or subject to the delivery requirements contained in the Loan Agreement, will be delivered to the TrusteeCollateral Agent, as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated securityCertificated Security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating case to any Loan Asset shall be delivered as soon as they are reasonably availableheld by the Collateral Agent for the benefit of the Secured Parties; and in the case of an uncertificated securityUncertificated Security (within the meaning of the UCC), by (A) causing the Trustee Collateral Agent to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Sale and Purchase Agreement (AMG Comvest Senior Lending Fund)
Backup Security Interest. In Notwithstanding that it is the event that, notwithstanding the express intent of the partiesparties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as assigneesecured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) ; the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
; with respect to Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Custodian Account; the Seller owns and has good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (iii) other than Permitted Liens); the Seller has received all consents and approvals required by the terms of any Collateral Loan Asset to the sale and granting of a security interest in the Loan Assets Collateral Loans hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected perfected, including by filing a financing statement pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none ; all original executed copies of the each underlying promissory notes that constitute note constituting or evidence the Loan Assets has evidencing any marks or notations indicating that they Transferred Asset have been pledgedor, assigned or otherwise conveyed subject to any Person other than the Purchaser and delivery requirements contained in the TrusteeCredit Agreement, as assignee on behalf of will be delivered to the Secured PartiesCustodian; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteeCustodian, or will be delivered to the Trustee, and, if together with an undated stock power executed in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveblank.
Appears in 1 contract
Samples: Loan Sale and Contribution Agreement (Saratoga Investment Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandDelaware;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and;
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, Trustee and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Backup Security Interest. In Notwithstanding that it is the event that, notwithstanding the express intent of the partiesparties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale of such Transferred Assets by the Transferor to the Transferee, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser Transferee and the TrusteeCollateral Agent, pursuant to the lien granted by the Transferee to the Collateral Agent under the Note Purchase and Security Agreement, as assigneesecured party, for the benefit of the Secured Parties, which security interest is shall be, upon the filing by the Transferee of the UCC financing statement contemplated below, validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers transferees from such Transferor; the Seller;
(ii) Transferor owns and has good and marketable title to the Transferred Assets are comprised Assets, free and clear of interests in instrumentsany Lien, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in claims or encumbrances of any nature whatsoever except for Permitted Liens; the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller Transferor has received all consents and approvals required by the terms of any Loan Asset Vehicle Agreement to the sale and granting of a security interest in the Loan Assets hereunder Asset Vehicle Interests to the Purchaser and the Trustee, as assignee on behalf of the Secured PartiesTransferee; the Seller has taken Transferor will take all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected perfected, including by filing a financing statement pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none the State of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveDelaware.
Appears in 1 contract
Samples: Transfer and Contribution Agreement (B. Riley Financial, Inc.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Collateral Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Collateral Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandDelaware;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Collateral Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Trustee, or will be delivered to the Collateral Trustee, and, if in registered form, has been specially Indorsed to the Collateral Trustee or in blank by an effective Indorsement or has been registered in the name of the Collateral Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Collateral Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Loan Sale Agreement (Blue Owl Technology Finance Corp. II)
Backup Security Interest. In (i) Notwithstanding that it is the event that, notwithstanding the express intent of the partiesparties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the TrusteeCollateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
; (ii) the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accountsInvestment Property, deposit accounts, supporting obligations, insurance, investment property Deposit Accounts and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the UCC as applicable UCC; with respect to which Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Custodial Account, subject to the delivery requirements contained in the Credit Agreement; the Seller owns and has complied with its obligations as set forth herein;
good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Loan Asset to the sale and granting of a security interest in the Loan Assets Collateral Loans hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
the applicable jurisdiction; (ivv) none all original executed copies of the each underlying promissory notes that constitute note constituting or evidence the Loan Assets has evidencing any marks or notations indicating that they Transferred Asset have been pledgedor, assigned or otherwise conveyed subject to any Person other than the Purchaser and delivery requirements contained in the TrusteeCredit Agreement, as assignee on behalf of will be delivered to the Secured PartiesCustodian; and
(vvi) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteeCustodian, or will be delivered to as bailee of the Trustee, Collateral Agent as assignee of the Purchaser on behalf of the Secured Parties and, if in registered form, has been specially Indorsed indorsed (within the meaning of the UCC) to the Trustee Purchaser (or the Collateral Agent as assignee) or in blank by an effective Indorsement or has been registered in the name of the Trustee Purchaser (or the Collateral Agent as assignee) upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably availableCertificated Security; and in the case of an uncertificated securityUncertificated Security, either by (A) causing the Trustee Purchaser or its designee to become the registered owner of such uncertificated security and Uncertificated Security or (B) causing the issuer of such Uncertificated Security to agree to comply with instructions of the Collateral Agent without further consent of the Purchaser, upon original issue or registration of transfer by the issuer of such Uncertificated Security, in each case, to remain effectivethe extent required by the Credit Agreement. The Seller agrees that, after the occurrence and during the continuance of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have all rights and remedies of a secured party under Applicable Law, including the UCC.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Apollo Debt Solutions BDC)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) i. this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) . the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) . the Seller owns and has good and marketable title to the Transferred Collateral Obligations Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any Lien;
iv. the Seller has received all consents and approvals required by the terms of any Loan Asset Collateral Obligation to the sale and granting of a security interest in the Loan Assets Collateral Obligations hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; ;
v. the Seller has taken all necessary steps to file caused or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Maryland;
vi. the Seller has not filed or authorized the filing of, and is not aware of, any financing statement against the Seller that includes as a description of collateral covering any Collateral Obligation other than financing statements (ivA) relating to the security interest granted to the Purchaser and the Collateral Agent under this Agreement or pursuant to any other Transaction Document, or (B) that have been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the Effective Date;
vii. all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Loan Agreement, will be delivered to the Purchaser;
viii. none of the underlying promissory notes that constitute or evidence the Loan Assets Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed Conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) ix. with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security Certificated Security has been delivered to the TrusteePurchaser or its designee, or subject to the delivery requirements in the Loan Agreement, will be delivered to the TrusteePurchaser or its designee, and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Purchaser or its designee or in blank by an effective Indorsement or has been registered in the name of the Trustee Purchaser or its designee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably availableCertificated Security; and in the case of an uncertificated securityUncertificated Security, by (A) causing the Trustee Purchaser or its designee to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Golub Capital Direct Lending Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) then this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeAgent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article)UCC, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) Borrower; the Seller owns and has good and marketable title to the Transferred Assets are comprised purchased by the Purchaser on the applicable Purchase Date, free and clear of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds any Lien (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) than Permitted Liens); the Seller has received (or in the case of a Participation upon settlement of the assignment of the related Collateral Loan in accordance with the applicable Underlying Documents, shall have received) all consents and approvals required by the terms of any Collateral Loan Asset to the sale and granting of a security interest in the Loan Assets Collateral Loans hereunder to the Purchaser and the TrusteeAgent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none ; all original executed copies of the each underlying promissory notes that constitute note constituting or evidence evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser Agreement (and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to any Participation, the Trusteesettlement of the assignment of the related Collateral Loan in accordance with the applicable Underlying Documents), or will be delivered to the Trustee, and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveCustodian.
Appears in 1 contract
Samples: Sale, Contribution and Master Participation Agreement (Flat Rock Capital Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in MarylandDelaware;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Loan Sale Agreement (Blue Owl Technology Income Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale Conveyance and granting of a security interest in the Loan Assets hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the TrusteeDocument Custodian, or will be delivered to the TrusteeDocument Custodian, for the benefit of the Collateral Agent and, if in registered form, has been specially Indorsed to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee Collateral Agent to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Blue Owl Technology Income Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and;
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Backup Security Interest. In Notwithstanding that it is the event that, notwithstanding the express intent of the partiesparties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser, in the event that the Conveyances hereunder shall be characterized as security interests granted in consideration for loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as assigneesecured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) ; the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
; with respect to Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Custodian Account; the Seller owns and has good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (iii) other than Permitted Liens); the Seller has received all consents and approvals required by the terms of any Collateral Loan Asset to the sale of and granting of a security interest in the Loan Assets Collateral Loans hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected perfected, including by filing a financing statement pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none ; all original executed copies of the each underlying promissory notes that constitute note constituting or evidence the Loan Assets has evidencing any marks or notations indicating that they Transferred Asset have been pledgedor, assigned or otherwise conveyed subject to any Person other than the Purchaser and delivery requirements contained in the TrusteeCredit Agreement, as assignee on behalf of will be delivered to the Secured PartiesCustodian; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security Certificated Security has been delivered to the TrusteeCustodian, or will be delivered to the Trustee, and, if together with an undated stock power executed in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveblank.
Appears in 1 contract
Samples: Loan Sale and Contribution Agreement (Saratoga Investment Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised consist of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the TrusteeDocument Custodian, or will be delivered to the TrusteeDocument Custodian, for the benefit of the Collateral Agent and, if in registered form, has been specially Indorsed to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee Collateral Agent to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Blue Owl Credit Income Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeAdministrative Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the TrusteeDocument Custodian, or will be delivered to the TrusteeDocument Custodian, for the benefit of the Collateral Agent and, if in registered form, has been specially Indorsed to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee Collateral Agent to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Owl Rock Capital Corp)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributionssales, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC Uniform Commercial Code as in effect in the applicable jurisdiction (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC Uniform Commercial Code as in effect in Marylandany applicable jurisdiction;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Loan Sale Agreement (Blue Owl Technology Finance Corp. II)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeAdministrative Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset Collateral Obligation to the sale and granting of a security interest in the Loan Assets Collateral Obligations hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteeCollateral Administrator or, or will be delivered to the Trustee, Collateral Administrator and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Collateral Administrator or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Administrator upon original issue or registration of transfer by the Seller of such certificated securityCertificated Security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset Collateral Obligation shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee Collateral Administrator to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Owl Rock Capital Corp II)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) i. this Agreement creates a valid and continuing lien and security interest Lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeFacility Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) . the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) . the Seller owns and has good and marketable title to the Transferred Collateral Obligations Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any Lien;
iv. the Seller has received all consents and approvals required by the terms of any Loan Asset Collateral Obligation to the sale and granting of a security interest in the Loan Assets Collateral Obligations hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; ;
v. the Seller has taken all necessary steps to file caused or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Maryland;
vi. the Seller has not filed or authorized the filing of, and is not aware of, any financing statement against the Seller that includes as a description of collateral covering any Collateral Obligation other than financing statements (ivA) relating to the security interest granted to the Purchaser and the Facility Agent under this Agreement or pursuant to any other Transaction Document, or (B) that have been terminated and/or fully and validly assigned to the Facility Agent on or prior to the Effective Date;
vii. all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Loan Agreement, will be delivered to the Purchaser;
viii. none of the underlying promissory notes that constitute or evidence the Loan Assets Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed Conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) ix. with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security Certificated Security has been delivered to the TrusteePurchaser or its designee, or subject to the delivery requirements in the Loan Agreement, will be delivered to the TrusteePurchaser or its designee, and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Purchaser or its designee or in blank by an effective Indorsement or has been registered in the name of the Trustee Purchaser or its designee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably availableCertificated Security; and in the case of an uncertificated securityUncertificated Security, by (A) causing the Trustee Purchaser or its designee to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Golub Capital BDC 4, Inc.)
Backup Security Interest. In the event that, notwithstanding the intent and agreement of the parties, the Conveyances hereunder shall be characterized as loans or other secured financings and not as sales and/or contributions, then:
(i) this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Trustee, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Trustee, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the Trustee, or will be delivered to the Trustee, and, if in registered form, has been specially Indorsed to the Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) this This Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts, certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller has complied with its obligations as set forth herein;
(iii) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale sale, and granting of a security interest interest, in the Loan Assets hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and
(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has been delivered to the TrusteeDocument Custodian, or will be delivered to the TrusteeDocument Custodian, for the benefit of the Collateral Agent and, if in registered form, has been specially Indorsed to the Trustee Collateral Agent or in blank by an effective Indorsement or has been registered in the name of the Trustee Collateral Agent upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the Trustee Collateral Agent to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.. NAI-1513992871v2
Appears in 1 contract
Samples: Sale and Contribution Agreement (Owl Rock Technology Finance Corp.)
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
(i) i. this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the TrusteeCollateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) . the Transferred Assets are comprised of interests in instrumentsInstruments, security entitlementsSecurity Entitlements, general intangiblesGeneral Intangibles, accountsCertificated Securities, certificated securitiesUncertificated Securities, uncertificated securitiesSecurities Accounts, securities accounts, deposit accounts, supporting obligations, insurance, investment property Investment Property and proceeds (each as defined in the UCC) Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;
iii. the Seller owns and has good and marketable title to the Transferred Assets Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any lien (iii) other than the liens in favor of the Purchaser and the Secured Parties pursuant to the Loan Documents and inchoate liens arising by operation of law or any lien that will be released prior to or contemporaneously with the applicable Conveyance);
iv. the Seller has received all consents and approvals required by the terms of any Loan Asset Portfolio Investment to the sale and granting of a security interest in the Loan Assets Portfolio Investments hereunder to the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;
(iv) v. all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Loan Agreement, will be delivered to the Purchaser or the Collateral Agent;
vi. none of the underlying promissory notes that constitute or evidence the Loan Assets Portfolio Investments has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the TrusteeCollateral Agent, as assignee on behalf of the Secured Parties; and;
(v) vii. with respect to a Transferred Asset that constitutes a “certificated security,” Certificated Security, such certificated security has been delivered to the TrusteePurchaser or, or will be delivered to the Trustee, Purchaser and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Trustee Purchaser or in blank by an effective Indorsement or has been registered in the name of the Trustee Purchaser upon original issue or registration of transfer by the Seller of such certificated securityCertificated Security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset Portfolio Investment shall be delivered as soon as they are reasonably available; and in the case of an uncertificated securityUncertificated Security, by (A) causing the Trustee Purchaser to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Sierra Income Corp)
