Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05: (a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respects); (d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; (e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount; (f) if the proceeds of the Advance will be used to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as such Collateral Asset; and (g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currency.
Appears in 5 contracts
Samples: Amendment No. 2 to Facility Documents (Blue Owl Technology Income Corp.), Credit and Security Agreement (Blue Owl Credit Income Corp.), Credit and Security Agreement (Blue Owl Technology Income Corp.)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any the initial Advance on the Closing DateAdvance) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h6.01(i)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets Loans or Revolving Collateral Assets Loans then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each of the Coverage Tests, the Collateral Quality Test and the Concentration Limitations shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of BorrowingBorrowing and certified by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower));
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder Borrower contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respectsdate);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such AdvanceAdvance (as demonstrated, with respect to Sections 6.01(p) and (s), on the Borrowing Base Calculation Statement attached to the applicable Notice of Borrowing and certified by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower), setting forth a calculation of the Tangible Net Worth and Unencumbered Liquidity of the Equityholder as of the end of the most recently ended fiscal quarter);
(e) after the making of such Advance Advances and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;; and
(f) if the proceeds Borrower (or the Collateral Manager on behalf of the Advance will be used Borrower) shall have delivered to acquire a the Custodian all of the Loan Files for each Collateral Asset, such Advance shall be denominated in Loan owned by the same Eligible Currency as such Collateral Asset; and
(g) immediately after Borrower at any time during the making term of such Advance on this Agreement at the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currencyaddress identified herein.
Appears in 2 contracts
Samples: Credit and Security Agreement (CION Investment Corp), Credit and Security Agreement (CION Investment Corp)
Conditions Precedent to Subsequent Advances. The obligation of each the Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be Advances is subject to compliance, on or before the fulfillment (or waiver by the Required Lenders) relevant Borrowing Date, with each of the following conditions; provided that conditions precedent, which conditions precedent are for the conditions described in clauses (c) sole and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds exclusive benefit of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned Lender and may be waived in writing by the Borrower or to fund Lender in its sole discretion):
9.2.1 the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations representation and warranties shall be true and correct in all material respects as of such earlier date on the relevant Borrowing Date as if made on and as of such date, except that (a) if any such representation and warranty is specifically given in respect of a particular date or particular period of time and relates only to such date or period of time, then such representation and warranty shall continue to be given as at such date or such period of time and (yb) to the extent any matter addressed in any such representations representation and warranties are already qualified as to materiality warranty changes in a manner specifically permitted by such warranty, or similarcompliance therewith is waived by the Lender in accordance with the provisions of this Agreement, in which case such representations repeated representation and warranties warranty shall be true and correct in all respects);revised to reflect those changes and/or waivers.
(d) 9.2.2 no Default or Event of Default shall have occurred and be continuing at nor shall it be reasonably anticipated that there will be any Default or Event of Default immediately after and as a result of giving effect to the time of the making of such Advance or shall result upon the making of such proposed Advance;
(e) after 9.2.3 the making Borrower shall have executed and delivered such standard form letter of such Advance and credit or other agreements of the deposit Lender as the Lender shall require in respect of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) issuance of letters of credit if the proceeds Advance is the issuance of the Advance will be used to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as such Collateral Assetletter of Credit; and
9.2.4 the Lender shall have received a Borrowing Notice as required hereunder (g) immediately after except for overdraft availability); and
9.2.5 there shall not have been, and prior to delivery of the making of such Advance on the applicable Borrowing Datenext report referred to in either section 8.1.10 or 8.1.11 above there shall not reasonably be expected to be, any mandatory prepayment as contemplated in items (i) the Borrowing Base Test is satisfied and or (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currencyof section 3.4.1.
Appears in 2 contracts
Samples: Credit Agreement (Usg Corp), Credit Agreement (Usg Corp)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) Concurrently with each subsequent request for payment or reimbursement for any Constructed Facility, the Lenders and the Administrative Agent Indenture Trustee shall have received a Notice of Borrowing receive with respect to such Advance Constructed Facility:
(i) an executed counterpart of each of the applicable Section 1.2D Documents, together with a certificate of the Consultant stating that such documents comply with and satisfy the requirements of Section 1.2D of the Construction Consultant Agreement;
(ii) a monthly compliance inspection report substantially as described in Section 1.2A of the Construction Consultant Agreement (the "Monthly Compliance Report") and a payment verification report as described in Section 1.2E of the Construction Consultant Agreement (the National Health Corporation Indenture of Trust and Security Agreement "Payment Verifications") from the Consultant covering the matters described in Section 1.2A of the Construction Consultant Agreement; and
(iii) an endorsement to the title insurance policy furnished pursuant to Section 9.8(a)(iv)(B) issued by the title insurance company insuring that there has been no change in the state of title and no defects, liens, encumbrances or survey exceptions not appearing on such Title Policy which shall have the effect of increasing the amount of the Mortgage Title Policy by the amount of the payment then being made.
(b) Concurrently with the final request for payment or reimbursement for any Constructed Facility, the Indenture Trustee shall receive with respect to such Constructed Facility together with a certificate of the Consultant stating that each item (except for item (vi)) complies with and satisfies the requirements of this Section 9.9(b):
(i) each of the items described in Section 9.9(a);
(ii) an Officer's Certificate which shall contain all statements required to be made in a Construction Payment Certificate and in addition shall state that such Certificate is the final Construction Payment Certificate and shall indicate the total advances made from the related Construction Sub-Account, including the Borrowing Base Calculation Statement attached theretoamount being requested in such final request for payment (the "Final Payment Certificate");
(iii) an "as-built" physical survey of the real property upon which such Facility is built complying with the requirements of Section 9.4(a)(i);
(iv) a certificate of need issued by the state health care regulatory agency for the state in which such Facility is located, together with copies of all duly completed) delivered licenses necessary to operate such Facility as a nursing home, and an Officer's Certificate in accordance with Section 2.029.4(b)(ii) but with respect to the Constructed Facility;
(bv) a certificate of insurance with respect to any Borrowing Date occurring after the end Facility complying with the requirements of Section 2.5 of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached Mortgage with respect to such Notice Constructed Facility; provided that such certificate of Borrowinginsurance shall not be required if a certificate of insurance complying with the requirements of Section 9.8(a)(iii)(B) was furnished at or prior to the initial request for payment under Section 9.8(a)(iii)(B);
(cvi) each for any Constructed Facility which is also an Owned Facility, an Opinion of Counsel for NHLP to the representations effect that the certificate of need, Medicare provider contract and warranties all licenses relating to the operation and use of the Borrower, the Collateral Manager such Constructed Facility are in full force and the Equityholder contained effect in the Facility Documents shall be true name of NHLP (other than with respect to the Myrtle Beach Facility, for which the certificate of need, Medicare provider contract and correct in all material respects as licenses relating to the operation and use of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall Constructed Facility may be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respects);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as name of 96 Americare Southeast) and that no further licenses or permits are required under any local, state or Federal law, ordinance, rule or regulation in order to conduct the business of NHLP at such Collateral AssetConstructed Facility; and
(gvii) immediately after for any Constructed Facility which is also a Managed Facility, an Opinion of Counsel for NHLP to the making effect that the certificate of need, Medicare provider contract and all licenses relating to the operation and use of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied Constructed Facility are in full force and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding effect in the applicable Eligible Currency do name of the owner of such Constructed Facility and that no further licenses or permits are required under any local, state or Federal law, ordinance, rule or regulation in order to conduct the business of the owner at such Constructed Facility.
(c) The Indenture Trustee shall not exceed the applicable Borrowing Base for such Eligible Currencybe required to disburse any Construction Fund amounts prior to three business days after it shall have received all items required as a condition to any disbursement.
Appears in 2 contracts
Samples: Indenture of Trust and Security Agreement (National Healthcare Corp), Indenture of Trust and Security Agreement (National Health Realty Inc)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement Certificate attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality of the Borrowing Base Test and the Coverage Tests shall be satisfied (orin each case, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement Certificate attached to such Notice of BorrowingBorrowing and certified by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower));
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respectsdate);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making Borrower (or the Collateral Manager on behalf of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal Borrower) shall have delivered to the Unfunded Reserve Required Amount;Custodian all of the Collateral Loan Files for each Collateral Loan owned by the Borrower at any time during the term of this Agreement at the address identified herein; and
(f) if unless there has been no material change to the proceeds of Beneficial Ownership Certification previously provided by the Advance will be used to acquire a Collateral AssetBorrower, such Advance Borrower, to the extent it then qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall be denominated in the same Eligible Currency as such Collateral Asset; and
have delivered to Administrative Agent an updated Beneficial Ownership Certification at least three (g3) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible CurrencyBusiness Days prior to any Advance.
Appears in 2 contracts
Samples: Credit and Security Agreement (Saratoga Investment Corp.), Credit and Security Agreement (Saratoga Investment Corp.)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it Any Advances (other than any the initial Advance on under the Closing DateTerm Facility) on each Borrowing Date shall are uncommitted and, if made, will be subject to the fulfillment (or waiver by the Required Lenders) satisfaction of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received The Borrower has delivered a Borrowing Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.022.1(4);
(b) with respect The Borrower has delivered the applicable number of Warrants to any Borrowing Date occurring after (or as directed by) the end of the Ramp-Up Period, immediately after the Lenders making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing)in accordance with Section 2.3;
(c) each The Borrower has completed the acquisition of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except HomeTown Heart pursuant to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respectsSection 5.1(u);
(d) no If the Advance is requested under the Delayed Draw Facility:
(i) the Term Facility Commitment is fully drawn;
(ii) the Borrower has delivered a Borrowing Base Certificate demonstrating that the Borrowing Base will exceed the principal amount outstanding under the Delayed Draw Facility immediately after giving effect to the Advance and including a certification that the Borrowing Base is expected to continue to exceed such amount at all times until the Repayment Date;
(iii) the Lenders are satisfied that the Business continues to meet their reasonable due diligence criteria;
(iv) the Borrower has delivered any certifications, documentation or other information requested by the Majority Lenders with respect to the matters contained in Section 3.1(f) and Section 3.1(c)(ii); and
(v) all Fees and other amounts then payable under the Credit Documents have been paid in full;
(e) No Default or Event of Default shall have has occurred and be or is continuing at the time or would arise immediately after giving effect to or as a result of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if The Advance will not violate any Applicable Law;
(g) The representations and warranties contained in Article 4 of this Agreement are true and correct on the proceeds date of the Advance will as if they were made on that date except for any representation and warranty which is stated to be used to acquire made only as of a Collateral Asset, certain date (and then as of such Advance shall be denominated in the same Eligible Currency as such Collateral Assetdate); and
(gh) immediately after Any other conditions required to be satisfied by the Lenders making of such Advance on the applicable Borrowing DateAdvance, (i) the Borrowing Base Test is satisfied in each case, in form and (ii) if substance satisfactory to such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible CurrencyLenders.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement Certificate attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality of the Borrowing Base Test and the Coverage Tests shall be satisfied (orin each case, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement Certificate attached to such Notice of BorrowingBorrowing and certified by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower));
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respectsdate);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making Borrower (or the Collateral Manager on behalf of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal Borrower) shall have Delivered to the Unfunded Reserve Required Amount;Custodian all of the Collateral Loan Files for each Collateral Loan owned by the Borrower at any time during the term of this Agreement, with copies to the Administrative Agent, at their respective addresses identified herein; and
(f) if unless there has been no material change to the proceeds of Beneficial Ownership Certification previously provided by the Advance will be used Borrower, the Borrower, to acquire the extent it then qualifies as a Collateral Asset“legal entity customer” under the Beneficial Ownership Regulation, such Advance shall be denominated in the same Eligible Currency as such Collateral Asset; and
have delivered to Administrative Agent an updated Beneficial Ownership Certification at least three (g3) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible CurrencyBusiness Days prior to any Advance.
Appears in 1 contract
Samples: Credit and Security Agreement (Saratoga Investment Corp.)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets Loans or Revolving Collateral Assets Loans then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respects);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral AssetLoan, such Advance shall be denominated in the same Eligible Currency as such Collateral AssetLoan; and
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currency.
Appears in 1 contract
Samples: Credit and Security Agreement (Apollo Debt Solutions BDC)
Conditions Precedent to Subsequent Advances. The Notwithstanding any other provision of this Agreement, the Lender’s obligation of each Lender to make each Advance to be made by it (other than any initial Advance on provide the Closing Date) on each Borrowing Date Subsequent Advances shall be subject to the fulfillment following express conditions precedent (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:“Conditions Precedent”):
(a) the Lenders and the Administrative Agent Nxxxxxx Bridge Loan Agreements shall have received a Notice been amended to provide that (i) the respective due dates of Borrowing with respect the loans granted thereunder shall be extended to such Advance December 31, 2016, and (including ii) the Borrowing Base Calculation Statement attached theretoCompany may not (without the prior written consent of the Lender, all duly completedto be obtained in each instance) delivered prepay the loans granted thereunder, in accordance with Section 2.02whole or in part, prior to December 31, 2016;
(b) with respect the Company shall have executed and delivered to any Borrowing Date occurring after the end of Lender (i) the Ramp-Up PeriodExisting KF Loan Amendment, immediately after (ii) the making of such Advance on Convertible Note, and (iii) the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);Warrants; and
(c) each the Company shall have delivered to the Lender a current itemized monthly budget of the representations Company in such form and warranties substance as may be proposed by the Company and approved by the Lender in its sole and absolute discretion (the “Updated Budget”). The Conditions Precedent shall be for the sole benefit of the Borrower, Lender and may be waived by the Collateral Manager Lender in writing at its sole and absolute discretion. If the Equityholder contained in Conditions Precedent are not satisfied or waived on or before the Facility Documents shall date upon which any Subsequent Advance is to be true and correct in all material respects as of such Borrowing Date (except made pursuant to the extent terms of this Agreement, Lender shall have the right (xbut not the obligation) such representations and warranties expressly relate (i) to any earlier datemake one or more Subsequent Advances, in which case such representations and warranties the Conditions Precedent shall be true deemed waived in respect to the Subsequent Advances so made, but shall remain in full force and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified effect as to materiality all further Subsequent Advances under Section 2.1, or similar(ii) to terminate its obligation to lend the Subsequent Advances to the Company as determined in Lender’s sole and absolute discretion by written notice to such effect to the Company, in which case such representations Lender’s obligation to lend any further Subsequent Advances to the Company shall terminate under Section 2.1 and warranties shall cease to be true and correct in of any further force or effect, but all respects);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance other terms and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds conditions of the Advance will be used to acquire a Collateral Asset, such Advance Loan Documents shall be denominated remain in the same Eligible Currency as such Collateral Asset; and
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied full force and (ii) if such Advance is denominated effect in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currencyaccordance with their respective terms.
Appears in 1 contract
Conditions Precedent to Subsequent Advances. The Advances after the initial Advance shall be made from time to time as requested by Borrower, and the obligation of each Lender to make each any Loan for any such Advance (including Swingline Loans), and the obligation of the Issuing Bank to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be issue Facility Letters of Credit, are subject to the fulfillment (or waiver by the Required Lenders) of the following terms and conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) Prior to and at the Lenders and the Administrative Agent shall have received a Notice time of Borrowing with respect to each such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respects);
(d) issuance no Default or Event of Default shall have occurred and be continuing at the time under this Agreement or any of the making Loan Documents and, if required by Agent, Borrower shall deliver a certificate of Borrower to such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as such Collateral Asseteffect; and
(gb) immediately after the making The representations and warranties contained in Article VI are true and correct as of such Advance on the applicable Borrowing Date, Issuance Date, or date of conversion and/or continuation as and to the extent set forth therein, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date.
(c) As to each Subsidiary that executes and delivers a Subsidiary Joinder or a Guaranty after the Agreement Execution Date (or that is required to do so), Borrower has delivered to Agent the items described in subsections (a) through (i) of Section 5.1 hereof no later than 60 days after the date of such Subsidiary Joinder or a Guaranty; provided, however, that with respect to each Subsidiary that executes and delivers a Subsidiary Joinder or a Guaranty during the last quarter of Borrower’s fiscal year, such items shall be delivered no later than 120 days after the end of such final fiscal quarter. Each Borrowing Base Test is satisfied Notice, Letter of Credit Request, and Conversion/Continuation Notice shall constitute a representation and warranty by Borrower that the conditions contained in Sections 5.2(a) through (iic) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currencyhave been satisfied.
Appears in 1 contract
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) with respect to the Borrower) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similarsimilar qualification, in which case such representations and warranties shall be true and correct in all respects);; USActive 59109857.1659109857.18
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as such Collateral Asset; and;
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test (Aggregate) is satisfied and (ii) and, if such Advance is denominated in CADan Eligible Currency, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base Test (Currency) for such Eligible CurrencyCurrency is satisfied; and
(h) notwithstanding anything to the contrary herein, the initial Advance denominated in CAD may not be made within ninety (90) days of the Closing Date without the consent of the Administrative Agent (or confirmation from the Administrative Agent that no changes are needed to the definition of “Daily Compounded XXXXX” or any related provision) with respect to a CAD Advance, a Euro Advance or a GBP Advance, after giving effect to each such Advance, the aggregate amount of CAD Advances, Euro Advances and GBP Advances made by all Lenders will not exceed 10% of the Facility Amount.
Appears in 1 contract
Samples: Credit and Security Agreement (LGAM Private Credit LLC)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.058.04:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respects);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as such Collateral Asset; and;
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in AUD, CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currency; and
(h) each of the Covered Accounts with respect to the Eligible Currency in which such Advance is to be made shall have been established subject to the applicable Account Control Agreement as of the date of such Advance.
Appears in 1 contract
Samples: Credit and Security Agreement (Fidelity Private Credit Fund)
Conditions Precedent to Subsequent Advances. The obligation obligations of each Lender the Lenders hereunder to make each Subsequent Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be are subject to the fulfillment (compliance, on or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) with each of the representations following conditions precedent, which conditions precedent are for the sole and warranties exclusive benefit of the BorrowerLenders and may be waived in writing by the Lenders:
7.2.1 prior to the date of the initial Subsequent Advance, the Collateral Manager Borrower shall have (i) caused AMEC Americas Limited to enter into an agreement (the “AMEC Direct Agreement”) with the Administrative Agent in respect of the AMEC Agreement in which AMEC Americas Limited makes directly in favour of the Administrative Agent the acknowledgements, covenants and agreements which AMEC Americas Limited has made in favour of the Borrower in Section 17.4 of the AMEC Agreement, and (ii) used commercially reasonable efforts to cause each other counterparty to a Material Contract that is in effect on the date of the initial Subsequent Advance to enter into an agreement with the Administrative Agent in respect of the Material Contract to which it is a party in a form and in substance similar to the AMEC Direct Agreement;
7.2.2 notice to the Lenders requesting a Subsequent Advance and the Equityholder contained in date of the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respects)requested Advance;
(d) 7.2.3 no Default or Event of Default shall have occurred and be continuing at nor shall there be any such Default or Event of Default after giving effect to the time Subsequent Advance, and the Administrative Agent shall have received an Officer’s Certificate confirming the same;
7.2.4 the representations and warranties of the making Obligors made in or pursuant to this Agreement and the other Loan Documents shall be true and correct on the date of the Subsequent Advance in all material respects except to the extent that any representation and warranty is qualified by materiality in which case such representation and warranty shall be true and correct in all respects (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such Advance earlier date), as if made on and as of the date of Subsequent Advance, except for such changes, facts, events, or circumstances that have been previously disclosed in writing to the Administrative Agent (and provided that such disclosed changes, facts, events, or circumstances are satisfactory to the Majority Lenders, acting reasonably) and the Administrative Agent shall result upon have received an Officer’s Certificate confirming the making of such Advancesame;
(e) after 7.2.5 no event shall have occurred since the making of such Advance and Closing Date which, individually or in the deposit aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect, including any event arising as a result of any portion thereof into the Unfunded Reserve Accountcasualty or disaster, the amount on deposit therein is at least equal accident, labour dispute, exercise of power of eminent domain or other governmental action, act of God or other reason whatsoever;
7.2.6 evidence satisfactory to the Unfunded Reserve Required AmountAdministrative Agent (which, unless otherwise requested by the Administrative Agent shall be satisfied by way of an officer’s certificate of the Borrower) that the Borrower has complied with all conditions provided for in the Material Project Authorizations;
(f) if the proceeds of the Advance will be used to acquire a Collateral Asset, such Advance 7.2.7 Administrative Agent shall be denominated reasonably satisfied that construction work on the Project completed since the Closing Date shall be in substantial conformance with the same Eligible Currency as such Collateral AssetConstruction Budget, subject to the variations permitted hereunder; and
(g) immediately after 7.2.8 no delay in construction shall have occurred that is likely to cause the making of such Advance on Project to not achieve the applicable Borrowing DateCommercial Production Date by March 31, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currency2018. .
Appears in 1 contract
Conditions Precedent to Subsequent Advances. The obligation of each the Lender under this Agreement to make each any Advance subsequent to be made by it (other than any initial the first Advance on the Closing Date) on each Borrowing Date shall be is subject to the fulfillment (or waiver by the Required Lenders) of the following conditionsadditional conditions to the satisfaction of the Lender or its agents, in their sole discretion: All of the conditions precedent to the first Advance set forth in Section 7.1 of this Agreement shall have been satisfied as of the date any subsequent Advance is requested; provided If requested by the Lender or the Title Insurer; the Borrower shall have delivered to the Lender a print of an updated Survey dated or re-dated to such dates as the Lender or the Title Insurer may require, showing that the conditions described in clauses (c) Improvements are being constructed solely on the Land and (d) (within all applicable building set-back lines and other than a Default restrictions and do not encroach upon or Event of Default described in Section 6.01(h)) below need overhang any land not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account subject to the extent required under Section 8.05:
(a) Mortgage nor upon any easement or right-of-way and showing such other items as the Lenders and Lender or the Administrative Agent Title Insurer may from time to time require; The Lender shall have received a Notice notice of Borrowing title continuation or an appropriate endorsement, conforming to the pending disbursements requirements of the Title Insurance Policy, indicating that the Mortgage is insured to the extent of all prior Advances funded by the Lender and that there has been no change in the state of title theretofore approved by the Lender, which notice or endorsement shall be binding on the Title Insurer to the extent of the aggregate of all Advances previously funded and the Advance to be funded in reliance thereon; No portion of the Improvements shall have been damaged by fire or other casualty and not repaired to the condition immediately prior to such casualty, and no condemnation or taking of the Land or any portion thereof shall be pending or threatened; The Borrower shall have delivered to the Lender such documentation substantiating the basis for such request as the Engineer and the Lender may reasonably require, together with (A) certificates or acknowledgments of payment from the General Contractor and all Subcontractors with respect to such Advance all sums due to them for work, labor or services performed or materials, supplies or equipment furnished in connection with the construction of the Improvements as of the date of the preceding disbursement, (including B) releases of lien from all Subcontractors who have fully performed the Borrowing Base Calculation Statement attached theretoterms of their respective Subcontracts as of the date of the preceding disbursement, and (C) if requested by the Lender; releases of lien from all duly completed) delivered other Subcontractors with respect to work performed and materials furnished as of the date of the preceding disbursement; The Improvements theretofore constructed shall have been constructed in accordance with Section 2.02;
(b) with respect to the Plans and Specifications and all statutes, regulations and other laws and all licenses, permits, consents, approvals and authorizations required by any Borrowing Date occurring after Governmental Authority or by any applicable board of fire underwriters or similar bodies acting in and for the end locality in which the Project is located, without any material departure therefrom unless otherwise approved by the Lender; and certificates of the Ramp-Up Period, immediately after Architect and the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached Engineer to such Notice of Borrowing);
(c) each effect shall have been delivered to and approved by the Lender; The business and financial condition of the representations Borrower shall not have been materially adversely affected in any way; and warranties of The Architect and Engineer shall have inspected the Borrower, the Collateral Manager Improvements and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except found them to conform to the extent requirements of this Agreement (x) such representations inspections being exclusively for the benefit of Lender and warranties expressly relate to not for the benefit of Borrower or any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respectsother Person);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as such Collateral Asset; and
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currency.
Appears in 1 contract
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) with respect to the Borrower) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:: USActive 59109857.10
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similarsimilar qualification, in which case such representations and warranties shall be true and correct in all respects);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as such Collateral Asset; and;
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test (Aggregate) is satisfied and (ii) and, if such Advance is denominated in CADan Eligible Currency, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base Test (Currency) for such Eligible CurrencyCurrency is satisfied; and
(h) notwithstanding anything to the contrary herein, the initial Advance denominated in CAD may not be made within ninety (90) days of the Closing Date without the consent of the Administrative Agent (or confirmation from the Administrative Agent that no changes are needed to the definition of “Daily Compounded XXXXX” or any related provision).
Appears in 1 contract
Samples: Credit and Security Agreement (LGAM Private Credit LLC)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each A Subsequent Advance to shall be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject Lender to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05if:
(ai) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect on or before the related Advance Date those documents listed on Schedule A-2 to such Advance (including this Agreement and the Borrowing Base Calculation Statement attached theretodocuments required to be delivered to the Agent from the Closing Date and through the related Subsequent Transfer Date pursuant to Section 5.1(a), all duly completed) delivered each in accordance with Section 2.02form and substance satisfactory to the Agent;
(bii) with respect all fees, costs, reimbursements, indemnities and expenses required to be paid by Borrower or Servicer to any Borrowing Person from the Closing Date occurring after and through the end related Subsequent Transfer Date pursuant to the terms of this Agreement (including, without limitation pursuant to Section 8.3) and the Ramp-Up PeriodFee Letter shall have been paid in full to all such Persons;
(iii) no event has occurred and is continuing, immediately after or would result from the making of such the proposed Subsequent Advance, that will constitute an Early Amortization Event, an Event of Default or an Unmatured Event of Default;
(iv) no later than 12:00 noon (New York City) time on a day which is not less than two (2) Business Days before the related Advance on the applicable Borrowing Date, each Collateral Quality Test of the Agent and the Paying Agent has received from the Borrower an Advance Request relating to such proposed Subsequent Advance;
(v) the Custodian shall have received all of the documents required to be satisfied included in the related Loan Files and other documents required to be delivered to it pursuant to the terms of this Agreement, the related Subsequent Transfer Instrument and the Custodial Agreement, and the Custodian shall have delivered to the Agent a certification as to such receipt;
(or, if any such Collateral Quality Test was not satisfied immediately before vi) the Advance Date is a Business Day falling within the Revolving Period;
(vii) no Material Adverse Effect shall have occurred and be continuing or would result from the making of such the related Subsequent Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(cviii) each of the representations and warranties of the Borrower, the Collateral Manager Borrower set forth in Section 3.1 and the Equityholder contained in the Facility Documents shall be Schedule C attached hereto are true and correct in all material respects as of such Borrowing Date (except to the extent (x) such respects, provided that representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to containing materiality or similar, in which case such representations and warranties qualifiers shall be true and correct in all respects), before and after giving effect to the related Advance to take place on the related Advance Date and to the application of proceeds therefrom, on and as of the proposed date for the making of that Advance as though made on and as of such date;
(dix) no Default or Event of Default by 12:00 noon (New York City time) on the related Advance Date, the Borrower shall have occurred delivered to the Agent, in form and be continuing at substance satisfactory to the time Agent, a certificate signed by an Authorized Officer of the Borrower (A) confirming that no Borrowing Base Deficit exists prior to the making of such proposed Advance and (B) which shall demonstrate that, after giving effect to such Advance requested by the Borrower, the Aggregate Loan Balance will not exceed the Borrowing Base on such Advance Date;
(x) all terms and conditions of the Purchase Agreement and the related Subsequent Transfer Instrument required to be satisfied in connection with the assignment of each Venture Loan being pledged hereunder on such Advance Date, including, without limitation, the perfection of the Agent’s interests therein to the extent required herein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Collateral and the proceeds thereof shall result upon have been made, taken or performed;
(xi) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or Governmental Authority or tax, regulatory, accounting or licensing body, agency or instrumentality shall prohibit or enjoin, the making of such Advancethe related Subsequent Advance by the Lender in accordance with the provisions hereof;
(exii) after the making Back-up Servicer and the Agent shall have received from the Servicer a Data Report, as such term is defined in the Servicing Agreement, containing such information as is ordinarily included in a servicer data report and relating to the Subsequent Venture Loans and Warrants to be transferred to the Borrower on the related Subsequent Transfer Date;
(xiii) the proposed amount of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least less than or equal to the Unfunded Reserve Required Amountamount of the Available Commitment and is in a minimum amount of Two Hundred Fifty Thousand ($250,000), or if the Available Commitment is less than Two Hundred Fifty Thousand Dollars ($250,000), the Available Commitment;
(fxiv) if the proceeds each of the Advance will be used to acquire Xxxxxx X. Xxxxxxx, Xx. and Xxxxxx X. Xxxxxxx (A) are employed in a Collateral Assetsenior management position of Horizon Technology Finance Management LLC, such Advance shall be denominated (B) are involved in the same Eligible Currency day-to-day operations of Horizon Technology Finance Management LLC, and (C) are able to perform substantially all of their respective duties as such Collateral Assetan employee or officer of Horizon Technology Finance Management LLC, unless, their replacements have been approved by the Agent and employed by Horizon Technology Finance Management LLC and fulfill the requirements of (A), (B) and (C) herein; and
(gxv) immediately after there has been no Change of Control of Seller, or, if there has been a Change of Control of the making of such Advance Seller, Agent had given its prior written consent to it. By accepting the related Subsequent Advance, the Borrower shall be deemed to have certified to the Agent on the applicable Borrowing Daterelated Subsequent Transfer Date as to the truth and correctness of the statements set forth in clauses (iii), (i) the Borrowing Base Test is satisfied vii), (viii), (x), and (iixiv) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currencyabove.
Appears in 1 contract
Samples: Credit and Security Agreement (Horizon Technology Finance Corp)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h6.01(i)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets Loans or Revolving Collateral Assets Loans then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each of the Coverage Tests shall be satisfied and the Collateral Quality Test shall be satisfied (orsatisfied, or if any such the Collateral Quality Test was is not satisfied immediately before prior to the making of such Advance, such Collateral Quality Test is maintained or improved) , (in each case, as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of BorrowingBorrowing and certified by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower));
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder Borrower contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respectsdate);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such AdvanceAdvance (as demonstrated, with respect to Sections 6.01(n), on the Borrowing Base Calculation Statement attached to the applicable Notice of Borrowing and certified by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower));
(e) after the making of such Advance Advances and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds Borrower (or the Collateral Manager on behalf of the Advance will be used Borrower) shall have delivered to acquire a the Custodian all of the Loan Files for each Collateral Asset, such Advance shall be denominated in Loan owned by the same Eligible Currency as such Collateral AssetBorrower at any time during the term of this Agreement at the address identified herein; and
(g) immediately after unless there has been no material change to the making of Beneficial Ownership Certification previously provided by the Borrower, such Advance on Borrower, to the applicable Borrowing Dateextent it then qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall have delivered to Administrative Agent an updated Beneficial Ownership Certification at least three (i3) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible CurrencyBusiness Days prior to any Advance.
Appears in 1 contract
Samples: Credit and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets LoansAssets or Revolving Collateral Assets LoansAssets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respects);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral AssetLoanAsset, such Advance shall be denominated in the same Eligible Currency as such Collateral AssetLoanAsset; and
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currency.
Appears in 1 contract
Samples: Credit and Security Agreement (Apollo Debt Solutions BDC)
Conditions Precedent to Subsequent Advances. The obligation of each Lender As conditions precedent to make each Advance to be made by it (other than any initial Advance on all Subsequent Advances under the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver Facility by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05Lender:
(a) the Lenders Borrower will have executed and delivered to the Lender:
(i) a Drawing Notice not less than five (5) Business Days prior to the date of such Subsequent Advance;
(ii) a Note in the principal amount of the Subsequent Advance; and
(iii) executed and delivered, or caused to be executed and delivered, title opinions of the Credit Parties’ US counsel in respect of the Collateral Properties in form and terms satisfactory to the Lender and its counsel, together with all of the security documents referred to in subparagraph 9(d) above and the Administrative Agent shall documents, securities and instruments referred therein, and the Lender will have received a Notice of Borrowing with respect completed all registrations and other filings that may be prudent or necessary to such Advance (including perfect the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02Lender’s security therein;
(b) with respect the Credit Parties will have executed and delivered to any Borrowing Date occurring after the end Lender officer’s certificates of the Ramp-Up PeriodCredit Parties, immediately after certifying certain factual matters, substantially in the making of such Advance form provided on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Initial Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder Credit Parties contained in the Facility Documents shall paragraph 12 will be true and correct in all material respects as of such Borrowing Date and the Credit Parties will have complied with all covenants required to be complied with by them prior to each Subsequent Advance under the Facility by the Lender (except including but not limited to the extent (x) payment of that portion of the Bonus payable in connection with such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respectsSubsequent Advance);
(d) no Default or Event of Default there shall have occurred and be continuing at been no adverse material change in the time business, operations, assets or ownership of the making Credit Parties or any of such Advance or shall result upon their respective Subsidiaries, taken as a whole, since the making date of such Advancethe Term Sheet;
(e) after the making Lender will have completed and, in its sole and absolute discretion, be satisfied with its due diligence review of such Advance the Credit Parties, their Subsidiaries and the deposit of any portion thereof into the Unfunded Reserve Accounttheir respective properties and assets, the amount on deposit therein is at least equal including but not limited to the Unfunded Reserve Required Amount;Hycroft Mine; and
(f) if the proceeds Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness of the Advance Credit Parties and their Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before July 31, 2008, the Lender will be used under no obligation to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as such Collateral Asset; and
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Borrowers to make any Subsequent Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currencycontemplated herein.
Appears in 1 contract
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets Loans or Revolving Collateral Assets Loans then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.058.04:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager Servicer and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respects);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral AssetLoan, such Advance shall be denominated in the same Eligible Currency as such Collateral Asset; andLoan;
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currency; and
(h) notwithstanding anything to the contrary herein, the initial Advance denominated in CAD may not be made within ninety (90) days of the Closing Date without the consent of the Administrative Agent (or confirmation from the Administrative Agent that no changes are needed to the definition of “Daily Compounded XXXXX” or any related provision).
Appears in 1 contract
Samples: Credit and Security Agreement (SLR Private Credit BDC II LLC)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets Loans or Revolving Collateral Assets Loans then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respectsdate);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral AssetLoan, such Advance shall be denominated in the same Eligible Currency as such Collateral AssetLoan; and
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currency.
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Conditions Precedent to Subsequent Advances. The Advances after the initial Advance shall be made from time to time as requested by Borrower, and the obligation of each Lender to make each any Loan for any such Advance to be made by it (other than any initial Advance on the Closing Dateincluding Swingline Loans) on each Borrowing Date shall be are subject to the fulfillment (or waiver by the Required Lenders) of the following terms and conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) prior to and at the Lenders and the Administrative Agent shall have received a Notice time of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respects);
(d) no Default or Event of Default shall have occurred and be continuing at the time under this Agreement or any of the making Loan Documents and, if required by Administrative Agent, Borrower shall deliver a compliance certificate of Borrower to such effect; and
(b) The representations and warranties contained in ARTICLE VI are true and correct as and to the extent set forth therein as of such Advance Borrowing Date or date of conversion and/or continuation, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall result upon be true and correct on and as of such earlier date.
(c) As to each Person that executes and delivers a Guaranty after the making Agreement Execution Date (or that is required to do so), the Borrower has delivered to the Administrative Agent the items described in subsections (a) through (g) of SECTION 5.1 hereof.
(d) As of the date of such Advance;
(e) after , the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used not cause Consolidated Unsecured Debt (after giving effect to acquire such Advance) to exceed 50% of the Value of Unencumbered Assets (as measured in Borrower's most recent compliance certificate delivered to Administrative Agent). Each Borrowing Notice and Conversion/Continuation Notice, and any notice by Borrower under SECTION 2.16 hereof, shall constitute a Collateral Asset, such Advance shall be denominated representation and warranty by the Borrower that the conditions contained in the same Eligible Currency as such Collateral Asset; and
SECTIONS 5.2(a) through (gd) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currencyhave been satisfied.
Appears in 1 contract
Samples: Unsecured Revolving Credit Agreement (Great Lakes Reit Inc)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) with respect to the Borrower) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similarsimilar qualification, in which case such representations and warranties shall be true and correct in all respects);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as such Collateral Asset; and;
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test (Aggregate) is satisfied and (ii) and, if such Advance is denominated in CADan Eligible Currency, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base Test (Currency) for such Eligible CurrencyCurrency is satisfied; and USActive 59109857.15
(h) notwithstanding anything to the contrary herein, the initial Advance denominated in CAD may not be made within ninety (90) days of the Closing Date without the consent of the Administrative Agent (or confirmation from the Administrative Agent that no changes are needed to the definition of “Daily Compounded XXXXX” or any related provision).
Appears in 1 contract
Samples: Credit and Security Agreement (LGAM Private Credit LLC)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the applicable Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similarsimilar qualification, in which case such representations and warranties shall be true and correct in all respects);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the applicable Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as such Collateral Asset; and
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currency; and
(h) notwithstanding anything to the contrary herein, the initial Advance denominated in CAD may not be made within ninety (90) days of the Closing Date without the consent of the Administrative Agent (or confirmation from the Administrative Agent that no changes are needed to the definition of “Daily Compounded XXXXX” or any related provision).
Appears in 1 contract
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets Loans or Revolving Collateral Assets Loans then owned by the Borrower or to fund the Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);; USActive 55502425.1255502425.13
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respectsdate);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral AssetLoan, such Advance shall be denominated in the same Eligible Currency as such Collateral AssetLoan; and
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currency.
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Conditions Precedent to Subsequent Advances. The obligation of each Lender to make each Advance to be made by it (other than any initial Advance on the Closing Date) on each Borrowing Date shall be subject to the fulfillment (or waiver by the Required Lenders) of the following conditions; provided that the conditions described in clauses (c) and (d) (other than a Default or Event of Default described in Section 6.01(h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Delayed Drawdown Collateral Assets or Revolving Collateral Assets then owned by the Borrower or to fund the applicable Unfunded Reserve Account to the extent required under Section 8.05:
(a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;
(b) with respect to any Borrowing Date occurring after the end of the Ramp-Up Period, immediately after the making of such Advance on the applicable Borrowing Date, each Collateral Quality Test shall be satisfied (or, if any such Collateral Quality Test was not satisfied immediately before the making of such Advance, such Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date and (y) such representations and warranties are already qualified as to materiality or similarsimilar qualification, in which case such representations and warranties shall be true and correct in all respects);
(d) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) after the making of such Advance and the deposit of any portion thereof into the applicable Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount;
(f) if the proceeds of the Advance will be used to acquire a Collateral Asset, such Advance shall be denominated in the same Eligible Currency as such Collateral Asset; and;
(g) immediately after the making of such Advance on the applicable Borrowing Date, (i) the Borrowing Base Test is satisfied and (ii) if such Advance is denominated in CAD, EUR or GBP, then the Advances Outstanding in the applicable Eligible Currency do not exceed the applicable Borrowing Base for such Eligible Currency; and
(h) notwithstanding anything to the contrary herein, the initial Advance denominated in CAD may not be made within ninety (90) days of the Closing Date without the consent of the Administrative Agent (or confirmation from the Administrative Agent that no changes are needed to the definition of “Daily Compounded XXXXX” or any related provision).
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