Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent: (a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent; (b) The Administrative Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained; (c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters certification in the form of Exhibits F-1 and F-2; (d) The Seller and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and (e) The Seller and the Servicer shall each have delivered to the Administrative Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2.
Appears in 6 contracts
Samples: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent;
(b) The Administrative Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters certification in the form of Exhibits F-1 and F-2;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer shall each have delivered to the Administrative Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2E-2 and a perfection certificate in form reasonably acceptable to the Administrative Agent.
(f) In respect of the Initial Advance, the proceeds thereof, together with such additional funds as the Seller may obtain by capital contribution, if any, will be paid to or at the direction of the Issuer (as defined in the Indenture) so that all the Issuer’s obligations (including all obligations secured by the Indenture) will be concurrently repaid in full, in consideration of the Issuer’s distribution and conveyance of the Existing Assets to the Seller, free and clear of the Lien of the Indenture.
(g) This Agreement shall have been deemed to be effective pursuant to the terms of the Omnibus Payoff and Restructuring Agreement.
Appears in 6 contracts
Samples: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent;
(b) The Administrative Agent and each Purchaser Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Purchaser Agent as to this and other closing matters certification in the form of Exhibits F-1 and F-2;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and;
(e) The Seller and the Servicer shall each have delivered to the Administrative Agent and each Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2E-2 and a perfection certificate in form reasonably acceptable to the Administrative Agent; and
(f) On or prior to the date of the Initial Advance, each Purchaser Agent (excluding Three Pillars Purchaser Agent) shall have received, in immediately available funds, an amount by or on behalf of Three Pillars representing its respective Pro Rata Share of previously funded Advances.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make Neither any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative AgentLender, the Backup Servicer and Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, satisfied in the sole discretion of, or waived in writing by, the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I, each in form and substance reasonably satisfactory to the Administrative Agent;.
(b) The Administrative Agent shall have received (i) reasonably satisfactory evidence that the Seller Borrower, the Equityholder and the Servicer Collateral Manager have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;thereby.
(c) The SellerBorrower, the Servicer Equityholder and the Originator Collateral Manager shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters a certification in the form of Exhibits F-1 and F-2;Exhibit D.
(d) The Seller Borrower, the Equityholder and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer Collateral Manager shall each have delivered to the Administrative Agent a certificate as to Solvency whether such entity is Solvent in the form of Exhibits E-1 Exhibit C.
(e) The Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control or Collateral Manager Default has occurred and E-2is continuing.
(f) The Administrative Agent shall have received, with a counterpart for each Lender, the executed legal opinion or opinions of Sxxxxxx Rxxx & Zxxxx LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral and (ii) non-consolidation of the Borrower with the Equityholder, in each case in form and substance reasonably acceptable to the Administrative Agent.
(g) The Administrative Agent and each Lender shall have received copies of the Credit and Collection Policy.
(h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(i) The UCC-1 financing statements naming (1) the Borrower as debtor and the Administrative Agent as secured party, and (2) the Seller as debtor, the Administrative Agent as assignee secured party and the Borrower as assignor secured party are in proper form for filing in the filing office of the appropriate jurisdiction and shall have been filed (or will be concurrently filed on the Closing Date or within one (1) Business Day thereafter) and, when filed, together with the Securities Account Control Agreement, are effective to perfect the Administrative Agent’s security interest in the Collateral such that the Administrative Agent’s security interest in the Collateral ranks senior to that of any other creditors of the Borrower, Equityholder or Seller (whether now existing or hereafter acquired), subject only to Permitted Liens.
(j) The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower, the Equityholder and the Collateral Manager (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect.
(k) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower and the Equityholder, and bankruptcy and pending lawsuits with respect to the Borrower and the Equityholder and the results of such search shall be satisfactory to the Administrative Agent.
(l) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative Agent) to be received on the Closing Date referred to herein to the extent invoiced at least two (2) Business Days prior to the Closing Date.
(m) The Equityholder shall have raised at least $250,000,000 in capital commitments from the investors of the Equityholder.
Appears in 3 contracts
Samples: Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.), Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.), Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.)
Conditions to Closing and Initial Advance. The Purchasers No Lender shall not be obligated to make any Advance hereunder on the occasion of the Initial initial Advance, nor shall any Purchaserand the Lenders, the Administrative Agent, the Backup Servicer Lender Agents, the Collateral Agent and the Collateral Custodian shall not be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, satisfied or waived in writing by, by the Administrative Agent:Agent (in each case in its sole and absolute discretion):
(a) Each Transaction Document (excluding any Hedge This Agreement) , the Contribution Agreement, the Securities Account Control Agreement, the Xxxxx Fargo Fee Letter and the CA & CC Fee Letter shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Lender Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of condition precedent documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(b) The Administrative Agent Borrower shall have received (i) satisfactory evidence that the Seller paid all fees required and the Servicer have obtained all required consents and approvals of all Personsdocumented to be paid, including all requisite Governmental Authoritiesfees required hereunder and under the applicable Lender Fee Letters and, without duplication of Section 2.13(e), shall have reimbursed the Lenders, the Administrative Agent and each Lender Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable and documented attorney fees and any other legal and document preparation costs incurred by the Lenders, the Administrative Agent and each Lender Agent;
(c) Any and all information submitted pursuant to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party Lender, Lender Agent and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents by the Borrower or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent Servicer or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals havetheir Affiliates is true, in factaccurate, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance complete in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters certification not misleading in the form of Exhibits F-1 and F-2any material respect;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer shall each have delivered to the Administrative Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (North Haven Private Income Fund LLC), Loan and Servicing Agreement (North Haven Private Income Fund LLC)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Trustee and the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent;
(b) The Administrative Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Purchaser Agent as to this and other closing matters a certification in the form of Exhibits F-1 and or F-2, as applicable;
(dc) The Seller and the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and;
(ed) The Seller and the Servicer shall each have delivered to the Administrative Agent and each Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (NewStar Financial, Inc.), Sale and Servicing Agreement (NewStar Financial, Inc.)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent;
(b) The Administrative Agent and each Purchaser Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Purchaser Agent as to this and other closing matters certification in the form of Exhibits F-1 and F-2;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer shall each have delivered to the Administrative Agent and each Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2E-2 and a perfection certificate in form reasonably acceptable to the Administrative Agent.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent;
(b) The Administrative Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters certification in the form of Exhibits F-1 and F-2;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer shall each have delivered to the Administrative Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make Neither any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative AgentLender, the Backup Servicer and Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, satisfied in the sole discretion of, or waived in writing by, the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I, each in form and substance reasonably satisfactory to the Administrative Agent;.
(b) The Administrative Agent shall have received (i) reasonably satisfactory evidence that the Seller Borrower, the Equityholder and the Servicer Collateral Manager have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;thereby.
(c) The SellerBorrower, the Servicer Equityholder and the Originator Collateral Manager shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters a certification in the form of Exhibits F-1 and F-2;Exhibit D.
(d) The Seller Borrower, the Equityholder and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer Collateral Manager shall each have delivered to the Administrative Agent a certificate as to Solvency whether such entity is Solvent in the form of Exhibits E-1 Exhibit C.
(e) The Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control or Collateral Manager Default has occurred and E-2is continuing.
(f) The Administrative Agent shall have received, with a counterpart for each Lender, the executed legal opinion or opinions of Sxxxxxx Rxxx & Zxxxx LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral and (ii) non-consolidation of the Borrower with the Equityholder, in each case in form and substance reasonably acceptable to the Administrative Agent.
(g) The Administrative Agent and each Lender shall have received copies of the Credit and Collection Policy.
(h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(i) The UCC-1 financing statements naming (1) the Borrower as debtor and the Administrative Agent as secured party, and (2) the Seller as debtor, the Administrative Agent as assignee secured party and the Borrower as assignor secured party are in proper form for filing in the filing office of the appropriate jurisdiction and shall have been filed (or will be concurrently filed on the Closing Date or within one (1) Business Day thereafter) and, when filed, together with the Securities Account Control Agreement, are effective to perfect the Administrative Agent’s security interest in the Collateral such that the Administrative Agent’s security interest in the Collateral ranks senior to that of any other creditors of the Borrower, Equityholder or Seller (whether now existing or hereafter acquired), subject only to Permitted Liens.
(j) The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower, the Equityholder and the Collateral Manager (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect.
(k) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower and the Equityholder, and bankruptcy and pending lawsuits with respect to the Borrower and the Equityholder and the results of such search shall be satisfactory to the Administrative Agent.
(l) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative Agent) to be received on the Closing Date referred to herein to the extent invoiced at least two (2) Business Days prior to the Closing Date.
(m) The Equityholder shall have raised at least $500,000,000 in capital commitments from the investors of the Equityholder.
Appears in 2 contracts
Samples: Loan and Security Agreement (NMF SLF I, Inc.), Loan and Security Agreement (NMF SLF I, Inc.)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent;
(b) The Administrative Agent and each Purchaser Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Purchaser Agent as to this and other closing matters certification in the form of Exhibits F-1 and F-2;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer shall each have delivered to the Administrative Agent and each Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2E-2 and a perfection certificate in form reasonably acceptable to the Administrative Agent.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Conditions to Closing and Initial Advance. The Purchasers No Purchaser shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, the Administrative Agent, the Purchaser Agents, the Backup Servicer and or the Collateral Custodian Trustee be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of condition precedent documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent;
(b) The Administrative Agent and each Purchaser Agent shall have received (i) satisfactory evidence that the Seller Borrower, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller Borrower, the Originator and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officerOfficer’s certificate Certificate shall in no way limit the recourse of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator Originator, the Servicer, or the Seller Borrower for a breach of the Originator’s ’s, the Borrower’s, and the SellerServicer’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The SellerBorrower, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws Law and shall have delivered to the Administrative Agent and each Purchaser Agent as to this and other closing matters a certification in the form of Exhibits F-1 and F-2, as applicable;
(d) The Seller Borrower and the Servicer shall have delivered to the Administrative Agent, the Trustee and each Purchaser Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and, as applicable;
(e) The Seller Borrower and the Servicer shall each have delivered to the Administrative Agent and each Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2, as applicable;
(f) On or prior to the date of the Initial Advance, each applicable Purchaser Agent shall have received a duly executed copy of its Variable Funding Certificate, in a principal amount equal to the Commitment of the related Purchaser; and
(g) On or prior to the date of the Initial Advance, the Administrative Agent shall have approved the Credit Policy.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make Neither any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative AgentLender, the Backup Servicer and Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, satisfied in the sole discretion of, or waived in writing by, the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I, each in form and substance reasonably satisfactory to the Administrative Agent;.
(b) The Administrative Agent shall have received (i) reasonably satisfactory evidence that the Seller Borrower, the Equityholder and the Servicer Collateral Manager have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;thereby.
(c) The SellerBorrower, the Servicer Equityholder and the Originator Collateral Manager shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters a certification in the form of Exhibits F-1 and F-2;Exhibit D.
(d) The Seller Borrower, the Equityholder and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer Collateral Manager shall each have delivered to the Administrative Agent a certificate as to Solvency whether such entity is Solvent in the form of Exhibits E-1 Exhibit C.
(e) The Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control or Collateral Manager Default has occurred and E-2is continuing.
(f) The Administrative Agent shall have received, with a counterpart for each Lender, the executed legal opinion or opinions of Xxxxxxx Xxxx & Xxxxx LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral and (ii) non-consolidation of the Borrower with the Equityholder, in each case in form and substance reasonably acceptable to the Administrative Agent.
(g) The Administrative Agent and each Lender shall have received copies of the Credit and Collection Policy.
(h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(i) The UCC-1 financing statements naming (1) the Borrower as debtor and the Administrative Agent as secured party, and (2) the Seller as debtor, the Administrative Agent as assignee secured party and the Borrower as assignor secured party are in proper form for filing in the filing office of the appropriate jurisdiction and shall have been filed (or will be concurrently filed on the Closing Date or within one (1) Business Day thereafter) and, when filed, together with the Securities Account Control Agreement, are effective to perfect the Administrative Agent’s security interest in the Collateral such that the Administrative Agent’s security interest in the Collateral ranks senior to that of any other creditors of the Borrower, Equityholder or Seller (whether now existing or hereafter acquired), subject only to Permitted Liens.
(j) The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower, the Equityholder and the Collateral Manager (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect.
(k) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower and the Equityholder, and bankruptcy and pending lawsuits with respect to the Borrower and the Equityholder and the results of such search shall be satisfactory to the Administrative Agent.
(l) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative Agent) to be received on the Closing Date referred to herein to the extent invoiced at least two (2) Business Days prior to the Closing Date.
(m) The Equityholder shall have raised at least $250,000,000 in capital commitments from the investors of the Equityholder.
Appears in 2 contracts
Samples: Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.), Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Backup Servicer and or the Collateral Custodian Trustee be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge other than the Concentration Account Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule II (other than the Concentration Account Agreement), each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent;
(b) The Administrative Agent and each Purchaser Agent shall have received (i) satisfactory evidence that the Seller Seller, the Depositor, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller Seller, the Depositor, the Originator and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse recourse, if any, of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator Originator, the Servicer, the Depositor or the Seller for a breach of the Originator’s, the Seller’s, the Depositor’s and the SellerServicer’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer the Depositor and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Purchaser Agent as to this and other closing matters certification in the form of Exhibits F-1 and Exhibit F-1, F-2, and/or F-3;
(d) The Seller Seller, the Servicer, the Depositor and the Servicer Originator shall have delivered to the Administrative Agent Trustee duly executed Powers of Attorney in the form of Exhibits G-1 G-1, G-2 and G-2G-3;
(e) On or prior to the date of the Initial Advance, each applicable Purchaser Agent shall have received a duly executed copy of its Variable Funding Certificate, with a stated amount equal to the Commitment of the related Purchaser; and
(ef) The Seller Seller, the Servicer, the Depositor and the Servicer Originator shall each have delivered to the Administrative Agent and each Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1 E-1, E-2, and E-2E-3.
Appears in 1 contract
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent;
(b) The Administrative Agent and each Purchaser Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s 's Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s 's certificate shall in no way limit the recourse of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s 's and the Seller’s 's representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Purchaser Agent as to this and other closing matters certification in the form of Exhibits Exhibit F-1 and and/or F-2;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and;
(e) On or prior to the date of the Initial Advance, (i) the VFCC Agent shall have received $8,259,109.31 by or on behalf of Fairway representing its net Pro-Rata Share of previously funded Advances, (ii) the VFCC Agent shall have received $14,040,485.83 by or on behalf of Eiffel representing its net Pro-Rata Share of previously funded Advances; and (iii) the VFCC Agent shall have received $47,076,923.08 by or on behalf of Hannover representing its net Pro-Rata Share of previously funded Advances.
(f) The Seller and the Servicer shall each have delivered to the Administrative Agent and each Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2E-2 and a perfection certificate in form reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Samples: Loan Certificate and Servicing Agreement (Capitalsource Inc)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Backup Servicer and or the Collateral Custodian Trustee be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge other than the Concentration Account Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule II (other than the Concentration Account Agreement), each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent;
(b) The Administrative Agent and each Purchaser Agent shall have received (i) satisfactory evidence that the Seller Seller, the Depositor, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller Seller, the Depositor, the Originator and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse recourse, if any, of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator Originator, the Servicer, the Depositor or the Seller for a breach of the Originator’s, the Seller’s, the Depositor’s and the SellerServicer’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer the Depositor and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Purchaser Agent as to this and other closing matters certification in the form of Exhibits F-1 and Exhibit F-1, F-2, and/or F-3;
(d) The Seller Seller, the Servicer, the Depositor and the Servicer Originator shall have delivered to the Administrative Agent Trustee duly executed Powers of Attorney in the form of Exhibits G-1 G-1, G-2 and G-2G-3;
(e) On or prior to the date of the Initial Advance, each applicable Purchaser Agent shall have received a duly executed copy of its Variable Funding Note, with a stated amount equal to the Commitment of the related Purchaser; and
(ef) The Seller Seller, the Servicer, the Depositor and the Servicer Originator shall each have delivered to the Administrative Agent and each Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1 E-1, E-2, and E-2E-3.
Appears in 1 contract
Conditions to Closing and Initial Advance. The Purchasers No Lender shall not be obligated to make any the initial Advance hereunder on the occasion of the Initial Advance, nor shall any PurchaserLender, the Administrative Agent, the Backup Servicer and Servicer, the Collateral Custodian or the Collection Account Bank be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, by the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of condition precedent documents attached hereto as Schedule I, each in form and substance reasonably satisfactory to the Administrative Agent;
(b) The Administrative Agent shall have received (i) reasonably satisfactory evidence that the Seller Borrower, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller Borrower, the Originator and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The SellerBorrower, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Lender as to this and other closing matters a certification in the form of Exhibits F-1 E-1 and F-2E-2, as applicable;
(d) The Seller Borrower and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 F-1 and G-2; andF-2, as applicable;
(e) The Seller Borrower, the Servicer and the Servicer Originator shall each have delivered to the Administrative Agent a certificate as to Solvency in the form of Exhibits E-1 D-1 and E-2D-2, as applicable;
(f) The Collection Account and the Lockbox Account shall be opened and the Borrower shall have delivered to the Administrative Agent fully-executed copies of the Securities Account Control Agreement and the Lockbox Agreement;
(g) The Servicer shall have delivered to the Administrative Agent and the Backup Servicer its current Credit and Collection Policy, and the Administrative Agent shall have received acceptable results from its due diligence examinations and background checks (including without limitation, legal, regulatory and accounting reviews);
(h) All fees and expenses due and payable by the Borrower, the Servicer and the Originator as of the Closing Date pursuant to Section 2. 11 and the Lender Fee Letter shall have been received by the applicable party;
(i) The Servicer shall have delivered a sample Servicing File to the Administrative Agent which shall be reasonably satisfactory to the Administrative Agent;
(j) A confirmation letter shall have been received by the Administrative Agent from S&P confirming that its rating of Autobahn Funding Company LLC’s Commercial Paper Notes will remain “A-1 ”; and
(k) The Borrower shall have delivered to the Administrative Agent executed copies of (i) the Lienholder Nominee Agreement prior to the initial Funding Date and (ii) an ISDA master agreement (and related schedule) with a Hedge Counterparty to be used to govern any confirmations to be entered into on the initial Funding Date.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sparta Commercial Services, Inc.)
Conditions to Closing and Initial Advance. The Purchasers Lenders shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any PurchaserLender, Administrative Agent, the Lender Agents, the Trustee and the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Lender Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Lender Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, including all those specified in the schedule of condition precedent documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(b) The Administrative Agent and each Lender Agent shall have received (i) satisfactory evidence that the Seller Borrower, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller Borrower, the Originator and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officerOfficer’s certificate Certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator Originator, the Servicer or the Seller Borrower for a breach of the Originator’s, the Borrower’s and the SellerServicer’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The SellerBorrower, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Lender Agent as to this and other closing matters a certification in the form of Exhibits F-1 and or F-2, as applicable;
(d) The Seller Borrower and the Servicer shall have delivered to the Administrative Agent and each Lender Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and, as applicable;
(e) The Seller Borrower and the Servicer shall each have delivered to the Administrative Agent and each Lender Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2, as applicable;
(f) Each applicable Lender Agent shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Commitment of the related Lender;
(g) The Servicer shall have delivered to the Administrative Agent the final Credit and Collection Policy which shall include a risk rating scale for the Loans satisfactory to the Administrative Agent; and
(h) All fees and expenses due and payable by the Borrower or the Servicer as of the Closing Date pursuant to Section 2.11 or any Lender Fee Letter shall have been received by the applicable party.
Appears in 1 contract
Samples: Loan and Servicing Agreement (NewStar Financial, Inc.)
Conditions to Closing and Initial Advance. The Purchasers No Lender shall not be obligated to make any the initial Advance hereunder on the occasion of the Initial Advance, nor shall any PurchaserLender, the Administrative Agent, the Backup Servicer and Servicer, the Collateral Custodian Trustee or the Collection Account Bank be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, by the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of condition precedent documents attached hereto as Schedule I, each in form and substance reasonably satisfactory to the Administrative Agent;
(b) The Administrative Agent shall have received certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near the Effective Date listing all effective financing statements which name “NewStar Business Funding 2010-1, LLC” or “NewStar Business Credit, LLC” as debtor and which are filed in the appropriate jurisdictions, together with copies of such financing statements, and similar search reports with respect to federal tax liens in such jurisdictions;
(c) The Administrative Agent shall have received acknowledgment copies or other evidence of filing acceptable to the Administrative Agent of proper financing statements (Form UCC-3), changing the name of the Borrower as debtor to “NewStar Business Funding 2010-1, LLC” and the name of the Originator as debtor to “NewStar Business Credit, LLC”, in each case amending the existing filings for such debtors which name the Trustee as secured party, for the benefit of the Secured Parties;
(d) The Administrative Agent shall have received (i) reasonably satisfactory evidence that the Seller Borrower, the Originator, the Guarantors and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller Borrower, the Originator, the Guarantors and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(ce) The SellerBorrower, the Servicer Servicer, the Guarantors and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Lender as to this and other closing matters a certification in the form of Exhibits F-1 E-1 and F-2E-2, as applicable;
(df) The Seller Borrower and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 F-1 and G-2; andF-2, as applicable;
(eg) The Seller Borrower, the Servicer, the Guarantors and the Servicer Originator shall each have delivered to the Administrative Agent a certificate as to Solvency in the form of Exhibits E-1 D-1 and E-2D-2, as applicable;
(h) The Administrative Agent shall have received a duly executed copy of the Variable Funding Note, in a principal amount of $150,000,000;
(i) The Collection Account shall be opened and the Borrower shall have delivered to the Administrative Agent fully-executed copies of the Securities Account Control Agreement, and the Lockbox Agreements with respect to each Lockbox Account;
(j) The Servicer shall have delivered to the Administrative Agent its current Credit and Collection Policy, and the Administrative Agent shall have received acceptable results from its due diligence examinations (including without limitation, legal, regulatory and accounting reviews);
(k) To the extent applicable, on the Effective Date, receipt by the Administrative Agent of all amounts needed to reduce the Advances Outstanding under the Second Amended and Restated Agreement so that the Advances Outstanding after giving effect to this Agreement do not exceed the Maximum Availability hereunder;
(l) All fees and expenses due and payable by the Borrower, the Servicer and the Originator as of the Effective Date pursuant to Section 2.11 and the Lender Fee Letter shall have been received by the applicable party;
(m) The Servicer shall have delivered a sample Servicing File to the Administrative Agent which shall be reasonably satisfactory to the Administrative Agent;
(n) Confirmation letters shall have been received by the Administrative Agent from Xxxxx’x and Fitch confirming that their respective ratings of Autobahn Funding Company, LLC’s Commercial Paper Notes will remain P-1 (Xxxxx’x) and F-1 (Fitch);
(o) The Trustee shall have received the Required Loan Files with respect to the Eligible Loans pledged on the Effective Date (if any), and the Trustee shall have provided a Collateral Receipt with no listed exceptions with respect thereto to the Administrative Agent (or only listed exceptions acceptable to the Administrative Agent in its sole discretion); and
(p) In the event that the initial Servicer uses any software program in servicing the Collateral that it licenses from a third party, the initial Servicer shall use good faith efforts to try and obtain “view rights” with respect thereto for the Administrative Agent and the Backup Servicer, in respect of Loans in the Collateral only (and for the avoidance of doubt no other loans) but shall not be required to pay unreasonably high expenses in the event the need for future “view rights” or licenses arises. In the event that the Backup Servicer or other Successor Servicer becomes Servicer, the Borrower will procure all such licenses as are deemed reasonably necessary by the Backup Servicer, Successor Servicer or the Administrative Agent, in respect of Loans in the Collateral only (and for the avoidance of doubt no other loans).
Appears in 1 contract
Samples: Revolving Credit Agreement (NewStar Financial, Inc.)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent;
(b) The Administrative Agent and each Purchaser Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Purchaser Agent as to this and other closing matters certification in the form of Exhibits F-1 and F-2;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and;
(e) The Seller and the Servicer shall each have delivered to the Administrative Agent and each Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2E-2 and a perfection certificate in form reasonably acceptable to the Administrative Agent; and
(f) The Administrative Agent shall have received evidence satisfactory to it that the greater of (i) the sum of all amounts payable to VFCC under the CapitalSource Funding I Transaction and (ii) the amount of the commitment of VFCC under the CapitalSource Funding I Transaction, does not exceed $250,000,000 in the aggregate.
Appears in 1 contract
Conditions to Closing and Initial Advance. The Purchasers No Lender shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative AgentLender, the Backup Servicer and Administrative Agent or the Collateral Custodian Trustee be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, by the Administrative AgentAgent and the Class B Lenders:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent or the Class B Lenders shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative AgentAgent and the Class B Lenders;
(b) The Administrative Agent and the Class B Lenders shall have received (i) satisfactory evidence that each Seller, the Seller Borrower and the Servicer have Loan Manager has obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each it is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtainedthereby;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters certification in the form of Exhibits F-1 and F-2[Intentionally Omitted];
(d) The Seller Each Seller, the Loan Manager and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer Borrower shall each have delivered to the Administrative Agent a certificate as to Solvency whether such Person is Solvent in the form of Exhibits E-1 Exhibit C;
(i) The Borrower shall have delivered to the Administrative Agent a certification that no Default, Event of Default or Change of Control with respect to the Borrower has occurred and E-2is continuing and (ii) the Loan Manager shall have delivered to the Administrative Agent a certification that no Default, Event of Default or Change of Control with respect to the Loan Manager or Loan Manager Termination Event has occurred and is continuing;
(f) The Administrative Agent shall have received, with a counterpart for each Lender, the executed legal opinion or opinions of Dechert LLP, counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral and non-consolidation of the Borrower and OFS Funding with the OFS Parent and (ii) true sale of the Loans from the OFS Parent to the Borrower, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion;
(g) The Borrower and the Administrative Agent shall have received the executed legal opinion or opinions of Winston & Xxxxxx LLP, counsel to the Madison Seller and to the Loan Manager, covering (i) enforceability of the Transaction Documents to which the Madison Seller or the Loan Manager is a party and (ii) to the extent any Loans in connection with such Advances are being sold to the Borrower from the Madison Seller and, prior to such sale, any such Loan was registered in the name of the Madison Seller or an Affiliate thereof, a true sale opinion with respect to such Loans, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion;
(h) The Borrower, the Administrative Agent and each Lender shall have received copies of the Credit and Collection Policy;
(i) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent and the Class B Lenders) to be received on the Closing Date referred to herein;
(j) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56;
(k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Class B Lenders, and the Administrative Agent and the Class B Lenders shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request;
(l) On or prior to the date of the Initial Advance, each applicable Lender shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Commitment of such Lender;
(m) The UCC-1 financing statement is in proper form for filing in the filing office of the appropriate jurisdiction and, when filed, together with the Securities Account Control Agreement, is effective to perfect the Trustee’s security interest in the Collateral such that the Trustee’s security interest in the Collateral ranks senior to that of any other creditors of the Borrower (whether now existing or hereafter acquired);
(n) The Administrative Agent and the Class B Lenders shall have received a secretary’s certificate of each Seller, the Loan Manager, and the Borrower, with a counterpart for each Lender, that includes a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the Board of Directors (or similar governing or managing body) of such Person authorizing (i) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (ii) in the case of the Borrower, the borrowings contemplated hereunder, and (iii) in the case of the Borrower and the Sellers, the granting by it of the Liens created pursuant to the Transaction Documents, certified by the Secretary or an Assistant Secretary (or other authorized Person) of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and the Class B Lenders and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded;
(o) The Administrative Agent and the Class B Lenders shall have received, with a counterpart for each Lender, a certificate of each Seller, the Loan Manager and the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of such Person executing any Transaction Document, which certificate shall be which certification shall be included in the certificate delivered in respect of such Person pursuant to Section 3.1(n) and satisfactory in form and substance to the Administrative Agent and the Class B Lenders, and shall be executed by a Responsible Officer (or other authorized Person) of such Person;
(p) The Administrative Agent and the Class B Lenders shall have received, with a counterpart for each Lender, true and complete copies of the Governing Documents of each Seller, the Loan Manager and the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary (or other authorized Person) of such Person, which certification shall be included in the certificate delivered in respect of such Person pursuant to Section 3.1(n) and shall be in form and substance satisfactory to the Administrative Agent and the Class B Lenders;
(q) The Administrative Agent and the Class B Lenders shall have received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each Seller, the Loan Manager and the Borrower (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect;
(r) Each Lender shall have received the Structuring Fee payable to it on the Closing Date referred to in the Fee Letter;
(s) The Borrower shall have deposited, or caused to be deposited, $50,000 into the Expense Reserve Account;
(t) The Borrower shall have delivered an acknowledgement of and consent to the Pledge Agreement, executed by a duly authorized officer of such Person, in substantially the form appended to the Pledge Agreement;
(u) The Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed;
(v) The Administrative Agent and the Class B Lenders shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent and the Class B Lenders;
(w) Immediately after giving effect to the making of the Initial Advance and to the use of the proceeds thereof substantially contemporaneously therewith (or, in any event, on the same day as), (i) all amounts owing to each lender under the BOA Facility shall have been, or shall be concurrently with the making of the Initial Advance, repaid in full, and any Liens created pursuant to the BOA Facility shall have been or shall, concurrently with the making of the Initial Advance, be released, and all Transaction Documents (as defined in the BOA Facility) shall terminate and be of no further force and effect upon such repayment (other than provisions expressly specified in the payoff letter or any other provisions of any such Transaction Documents that by their express terms survive termination of the BOA Facility; and
(x) The Borrower shall have received the executed legal opinion or opinions of Locke, Lord, Bissell & Liddell LLP, counsel to the Trustee, covering enforceability of the Transaction Documents to which the Trustee is a party.
Appears in 1 contract
Conditions to Closing and Initial Advance. The Purchasers No Lender shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative AgentLender, the Backup Servicer and Administrative Agent or the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, by the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of condition precedent documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent;
(b) The Administrative Agent shall have received (i) satisfactory evidence that the Borrower, the Seller and the Servicer Collateral Administrator have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtainedthereby;
(c) The Seller, the Servicer Borrower and the Originator Collateral Administrator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters a certification in the form of Exhibits F-1 Exhibit D, and F-2such certification shall, with respect to the Collateral Administrator, include a representation that the Collateral Administrator has neither incurred nor suffered to exist any Indebtedness as of the Closing Date;
(d) The Seller Borrower and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer Collateral Administrator shall each have delivered to the Administrative Agent a certificate as to Solvency whether such entity is Solvent in the form of Exhibits E-1 Exhibit C.
(e) The Collateral Administrator shall have delivered to the Administrative Agent certification that no Change of Control or Collateral Administrator Termination Event has occurred and E-2is continuing.
(f) The Administrative Agent shall have received, with a counterpart for each Lender, the executed legal opinion or opinions of Simpson, Thacher & Xxxxxxxx LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral, (ii) the sale of the Loans to the Borrower and (iii) non-consolidation of the Borrower, in each case in form and substance acceptable to the Administrative Agent in its reasonable discretion.
(g) The Administrative Agent and each Lender shall have received copies of the Credit and Collection Policy.
(h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
(i) On or prior to the date of the Initial Advance, each applicable Lender shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Commitment of the such Lender.
(j) The UCC-1 financing statement is in proper form for filing in the filing office of the appropriate jurisdiction and, when filed, together with the Securities Account Control Agreement, is effective to perfect the Secured Parties’ security interest in the Collateral such that the Secured Parties’ security interest in the Collateral ranks senior to that of any other creditors of the Borrower (whether now existing or hereafter acquired).
Appears in 1 contract
Samples: Loan and Security Agreement (New Mountain Finance Corp)
Conditions to Closing and Initial Advance. The Purchasers No Lender shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any PurchaserLender, the Administrative Agent, or the Backup Servicer and the Collateral Custodian Lenders be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, by the Administrative AgentAgent and each Lender:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Lender shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Lender shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of condition precedent documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative AgentAgent and each Lender;
(b) The Administrative Agent shall (1) have performed a final credit review and granted final credit approval for the Transaction and (2) completed the Administrative Agent’s due diligence and received of a satisfactory field examination completed by an independent third party acceptable to the Administrative Agent;
(c) The Borrower and the Servicer shall each have delivered to the Administrative Agent a certificate as to Solvency in the form attached hereto as Exhibit H;
(d) The Administrative Agent and each Lender shall have received (i) satisfactory evidence that the Seller Borrower and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller Borrower and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Lender affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officerOfficer’s certificate Certificate shall in no way limit the recourse of the Administrative Agent Agent, each Lender or any other Secured Party against the Originator Servicer or the Seller Borrower for a breach of the OriginatorServicer’s and the SellerBorrower’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(ce) The Seller, Borrower and the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws Law and shall have delivered to the Administrative Agent and each Lender as to this and other closing matters a certification in the form of Exhibits F-1 D-1 and F-2D-2, as applicable;
(df) The Seller Borrower and the Servicer shall have delivered to the Administrative Agent and each Lender duly executed Powers of Attorney in the form of Exhibits G-1 E-1 and G-2E-2, as applicable;
(g) On or prior to the date of the Initial Advance, each applicable Lender shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Commitment of the related Lender;
(h) All fees and expenses due and payable by the Borrower or the Servicer as of the Closing Date pursuant to Section 2.11 or the Fee Letter shall have been received by the applicable party; and
(ei) The Seller and the Servicer shall each have delivered On or prior to the Administrative Agent a certificate as date of the Initial Advance, the Aggregate Outstanding Loan Balance of all Term Loans that are Senior Secured Loans credited to Solvency in the form of Exhibits E-1 and E-2Collateral Account shall equal or exceed $3,000,000.
Appears in 1 contract
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent;
(b) The Administrative Agent and each Purchaser Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Purchaser Agent as to this and other closing matters certification in the form of Exhibits F-1 and F-2;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and;
(e) The Seller and the Servicer shall each have delivered to the Administrative Agent and each Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2E-2 and a perfection certificate in form reasonably acceptable to the Administrative Agent; and
(f) The Administrative Agent shall have received evidence satisfactory to it that (i) the sum of all amounts payable to VFCC under the CS Funding III Transaction and the amount of the commitment of VFCC under the CS Funding III Transaction does not exceed $280,000,000 and (ii) the amount of the commitment of Wachovia as “Swingline Purchaser” under the CS Funding III Transaction does not exceed $28,000,000.
Appears in 1 contract
Conditions to Closing and Initial Advance. The Purchasers No Lender shall not be obligated to make any the initial Advance hereunder on the occasion of the Initial Advance, nor shall any PurchaserLender, the Administrative Agent, the Backup Servicer and Servicer, the Collateral Custodian Trustee or the Collection Account Bank be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, by the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of condition precedent documents attached hereto as Schedule I, each in form and substance reasonably satisfactory to the Administrative Agent;
(b) The Administrative Agent shall have received (i) reasonably satisfactory evidence that the Seller Borrower, the Originator, the Guarantors and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller Borrower, the Originator, the Guarantors and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The SellerBorrower, the Servicer Servicer, the Guarantors and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Lender as to this and other closing matters a certification in the form of Exhibits F-1 E-1 and F-2E-2, as applicable;
(d) The Seller Borrower and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 F-1 and G-2; andF-2, as applicable;
(e) The Seller Borrower, the Servicer, the Guarantors and the Servicer Originator shall each have delivered to the Administrative Agent a certificate as to Solvency in the form of Exhibits E-1 D-1 and E-2D-2, as applicable;
(f) The Administrative Agent shall have received a duly executed copy of the Variable Funding Note, in a principal amount of $225,000,000;
(g) The Collection Account shall be opened and the Borrower shall have delivered to the Administrative Agent fully-executed copies of the Securities Account Control Agreement, and the Lockbox Agreements with respect to each Lockbox Account;
(h) The Servicer shall have delivered to the Administrative Agent its current Credit and Collection Policy, and the Administrative Agent shall have received acceptable results from its due diligence examinations (including without limitation, legal, regulatory and accounting reviews);
(i) All fees and expenses due and payable by the Borrower, the Servicer and the Originator as of the Effective Date pursuant to Section 2.11 and the Lender Fee Letter shall have been received by the applicable party;
(j) The Servicer shall have delivered a sample Servicing File to the Administrative Agent which shall be reasonably satisfactory to the Administrative Agent;
(k) Confirmation letters shall have been received by the Administrative Agent from Mxxxx’x and Fitch confirming that their respective ratings of Autobahn Funding Company, LLC’s Commercial Paper Notes will remain P-1 (Mxxxx’x) and F-1 (Fitch);
(l) The Trustee shall have received the Required Loan Files with respect to the Eligible Loans pledged on the Effective Date (if any), and the Trustee shall have provided a Collateral Receipt with no listed exceptions with respect thereto to the Administrative Agent (or only listed exceptions acceptable to the Administrative Agent in its sole discretion); and
(m) In the event that the initial Servicer uses any software program in servicing the Collateral that it licenses from a third party, the initial Servicer shall use good faith efforts to try and obtain “view rights” with respect thereto for the Administrative Agent and the Backup Servicer, in respect of Loans in the Collateral only (and for the avoidance of doubt no other loans) but shall not be required to pay unreasonably high expenses in the event the need for future “view rights” or licenses arises. In the event that the Backup Servicer or other Successor Servicer becomes Servicer, the Borrower will procure all such licenses as are deemed reasonably necessary by the Backup Servicer, Successor Servicer or the Administrative Agent, in respect of Loans in the Collateral only (and for the avoidance of doubt no other loans).
Appears in 1 contract
Samples: Revolving Credit Agreement (NewStar Financial, Inc.)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and each Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent;
(b) The Administrative Agent and each Purchaser Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and each Purchaser Agent as to this and other closing matters certification in the form of Exhibits Exhibit F-1 and and/or F-2;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer shall each have delivered to the Administrative Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2.;
Appears in 1 contract
Samples: Loan Certificate and Servicing Agreement (Capitalsource Inc)
Conditions to Closing and Initial Advance. The Purchasers Purchaser shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any the Purchaser, Administrative Agent, the Purchaser Agent, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and the Purchaser Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and the Purchaser Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent and the Purchaser Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule Schedule of documents Documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent and the Purchaser Agent;
(b) The Administrative Agent and the Purchaser Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s 's Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and the Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s 's certificate shall in no way limit the recourse of the Administrative Agent, the Purchaser Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s 's and the Seller’s 's representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent and the Purchaser Agent as to this and other closing matters certification in the form of Exhibits Exhibit F-1 and and/or F-2;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent and the Purchaser Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer shall each have delivered to the Administrative Agent and the Purchaser Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2E-2 and a perfection certificate in form reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Samples: Loan Certificate and Servicing Agreement (Capitalsource Inc)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make Neither any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative AgentLender, the Backup Servicer and Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, satisfied in the sole discretion of, or waived in writing by, the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I, each in form and substance reasonably satisfactory to the Administrative Agent;.
(b) The Administrative Agent shall have received (i) reasonably satisfactory evidence that the Seller Borrower, the Equityholder and the Servicer Collateral Manager have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;thereby.
(c) The SellerBorrower, the Servicer Equityholder and the Originator Collateral Manager shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters a certification in the form of Exhibits F-1 and F-2;Exhibit D.
(d) The Seller Borrower, the Equityholder and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer Collateral Manager shall each have delivered to the Administrative Agent a certificate as to Solvency whether such entity is Solvent in the form of Exhibits E-1 Exhibit C.
(e) The Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control or Collateral Manager Default has occurred and E-2is continuing.
(f) The Administrative Agent shall have received, with a counterpart for each Lender, the executed legal opinion or opinions of Xxxxxxx Xxxx & Xxxxx LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral and (ii) non-consolidation of the Borrower with the Equityholder, in each case in form and substance reasonably acceptable to the Administrative Agent.
(g) The Administrative Agent and each Lender shall have received copies of the Credit and Collection Policy.
(h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. USActive 55525956.12 63
(i) The UCC-1 financing statements naming (1) the Borrower as debtor and the Administrative Agent as secured party, and (2) the Seller as debtor, the Administrative Agent as assignee secured party and the Borrower as assignor secured party are in proper form for filing in the filing office of the appropriate jurisdiction and shall have been filed (or will be concurrently filed on the Closing Date or within one (1) Business Day thereafter) and, when filed, together with the Securities Account Control Agreement, are effective to perfect the Administrative Agent’s security interest in the Collateral such that the Administrative Agent’s security interest in the Collateral ranks senior to that of any other creditors of the Borrower, Equityholder or Seller (whether now existing or hereafter acquired), subject only to Permitted Liens.
(j) The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower, the Equityholder and the Collateral Manager (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect.
(k) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower and the Equityholder, and bankruptcy and pending lawsuits with respect to the Borrower and the Equityholder and the results of such search shall be satisfactory to the Administrative Agent.
(l) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative Agent) to be received on the Closing Date referred to herein to the extent invoiced at least two (2) Business Days prior to the Closing Date.
(m) The Equityholder shall have raised at least $500,000,000 in capital commitments from the investors of the Equityholder.
Appears in 1 contract
Conditions to Closing and Initial Advance. The Purchasers No Lender shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative AgentLender, the Backup Servicer and Administrative Agent or the Collateral Custodian Trustee be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, satisfied or waived in writing by, by the Administrative AgentAgent and the Class B Lenders:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent or the Class B Lenders shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative AgentAgent and the Class B Lenders;
(b) The Administrative Agent shall have received and completed a review to its satisfaction of the organizational documents of the Equityholder;
(ic) The Administrative Agent and the Class B Lenders shall have received satisfactory evidence that each of the Seller Originator, the Borrower and the Servicer have has obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each it is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters certification in the form of Exhibits F-1 and F-2thereby;
(d) The Seller Originator, the Servicer and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer Borrower shall each have delivered to the Administrative Agent a certificate as to Solvency whether such Person is Solvent in the form of Exhibits E-1 Exhibit C;
(i) The Borrower shall have delivered to the Administrative Agent a certification that no Default, Event of Default or Change-in-Control with respect to the Borrower has occurred and E-2is continuing and (ii) the Servicer shall have delivered to the Administrative Agent a certification that no Default, Event of Default or Change-in-Control with respect to the Servicer or Servicer Default has occurred and is continuing;
(f) The Administrative Agent shall have received, with a counterpart for each Lender, the executed legal opinion or opinions of Dechert LLP, counsel to the Borrower, covering enforceability, grant and perfection of the security interests in the Collateral and non-consolidation of the Borrower with the Equityholder, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion;
(g) The Borrower and the Administrative Agent shall have received the executed legal opinion or opinions of Dechert LLP, counsel to the Originator and to the Servicer, covering (i) enforceability of the Transaction Documents to which the Originator or the Servicer is a party and (ii) true sale of the Loans from the Originator to the Borrower, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion;
(h) The Borrower, the Administrative Agent and each Lender shall have received copies of the Credit and Collection Policy;
(i) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent and the Class B Lenders) to be received on the Closing Date referred to herein;
(j) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;
(k) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Class B Lenders, and the Administrative Agent and the Class B Lenders shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request;
(l) On or prior to the date of the Initial Advance, each applicable Lender shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Commitment of such Lender;
(m) The UCC-1 financing statement is in proper form for filing in the filing office of the appropriate jurisdiction and, when filed, together with the Securities Account Control Agreement, is effective to perfect the Trustee’s security interest in the Collateral such that the Trustee’s security interest in the Collateral ranks senior to that of any other creditors of the Borrower (whether now existing or hereafter acquired);
(n) The Administrative Agent and the Class B Lenders shall have received a secretary’s certificate of the Originator, the Servicer, and the Borrower, with a counterpart for each Lender, that includes a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the Administrative Agent, of the board of directors (or similar governing or managing body) of such Person authorizing (i) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (ii) in the case of the Borrower, the borrowings contemplated hereunder, and (iii) in the case of the Borrower and the Originator, the granting by it of the Liens created pursuant to the Transaction Documents, certified by the Secretary or an Assistant Secretary (or other authorized Person) of such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and the Class B Lenders and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded;
(o) The Administrative Agent and the Class B Lenders shall have received, with a counterpart for each Lender, a certificate of the Originator, the Servicer and the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of such Person executing any Transaction Document, which certification may be included in the certificate delivered in respect of such Person pursuant to Section 3.1(n) and satisfactory in form and substance to the Administrative Agent and the Class B Lenders, and shall be executed by a Responsible Officer (or other authorized Person) of such Person;
(p) The Administrative Agent and the Class B Lenders shall have received, with a counterpart for each Lender, true and complete copies of the Governing Documents of the Originator, the Servicer and the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary (or other authorized Person) of such Person, which certification may be included in the certificate delivered in respect of such Person pursuant to Section 3.1(n) and shall be in form and substance satisfactory to the Administrative Agent and the Class B Lenders;
(q) The Administrative Agent and the Class B Lenders shall have received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Originator, the Servicer and the Borrower (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect;
(r) The Borrower shall have deposited, or caused to be deposited, $50,000 into the Expense Reserve Account;
(s) The Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed;
(t) The Administrative Agent and the Class B Lenders shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent and the Class B Lenders; and
(u) The Borrower shall have received the executed legal opinion or opinions of counsel to the Trustee, covering enforceability of the Transaction Documents to which the Trustee is a party.
Appears in 1 contract
Samples: Loan and Security Agreement (NewStar Financial, Inc.)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion None of the Initial AdvanceLenders, nor shall any Purchaser, the Administrative Agent, the Backup Servicer and Collateral Agent or the Collateral Document Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, satisfied in the sole discretion of, or waived in writing by, the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I, each in form and substance reasonably satisfactory to the Administrative Agent;.
(b) The Administrative Agent shall have received (i) reasonably satisfactory evidence that the Seller Borrower, the Equityholder and the Servicer Collateral Manager have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;thereby.
(c) The SellerBorrower, the Servicer Equityholder and the Originator Collateral Manager shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters a certification in the form of Exhibits F-1 and F-2;Exhibit D.
(d) The Seller Borrower, the Equityholder and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer Collateral Manager shall each have delivered to the Administrative Agent a certificate as to Solvency whether such entity is Solvent in the form of Exhibits E-1 Exhibit C.
(e) The Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control or Collateral Manager Default has occurred and E-2is continuing.
(f) The Administrative Agent shall have received, with a counterpart for each Lender, (i) the executed legal opinion or opinions of Sxxxxxx Rxxx & Zxxxx LLP counsel to the Borrower and the Equityholder, covering, among other things, (A) enforceability, grant and perfection of the security interests on the Collateral, (B) true sale with respect to the Sale Agreement, and (C) non-consolidation of the Borrower with the Equityholder, in each case in form and substance reasonably acceptable to the Administrative Agent and (ii) the executed legal opinion or opinions of Nxxxx Pxxxxxx LLP, counsel to the Collateral Agent, the Document Custodian and the Securities Intermediary, in form and substance reasonably acceptable to the Administrative Agent.
(g) The Administrative Agent and each Lender shall have received copies of the Credit and Collection Policy.
(h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107- 56.
(i) The UCC-1 financing statements naming (1) the Borrower as debtor and the Administrative Agent as secured party, and (2) the Seller as debtor, the Administrative Agent as assignee secured party and the Borrower as assignor secured party are in proper form for filing in the filing office of the appropriate jurisdiction and shall have been filed (or will be concurrently filed on the Closing Date or within one (1) Business Day thereafter) and, when filed, together with the Securities Account Control Agreement, are effective to perfect the Administrative Agent’s security interest in the Collateral such that the Administrative Agent’s security interest in the Collateral ranks senior to that of any other creditors of the Borrower, Equityholder or Seller (whether now existing or hereafter acquired), subject only to Permitted Liens.
(j) The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower, the Equityholder and the Collateral Manager (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this sub-clause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect.
(k) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower and the Equityholder, and bankruptcy and pending lawsuits with respect to the Borrower and the Equityholder and the results of such search shall be satisfactory to the Administrative Agent.
(l) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative Agent) to be received on the Closing Date referred to herein to the extent invoiced prior to the Closing Date.
(m) The Equityholder shall have raised at least $245,000,000 in capital commitments from the investors of the Equityholder.
(n) Each Portfolio Asset that the Borrower purchased or committed to purchase on or prior to the Closing Date, or upon its Portfolio Asset Trade Date (i) constitutes an Eligible Portfolio Asset and (ii) to the extent applicable to purchases occurring on or prior to the Closing Date, will satisfy the other requirements of Section 2.14.
(o) All Obligors on all Portfolio Assets as of the Closing Date (or the applicable agent appointed under the relevant Underlying Instrument to receive payments) have been directed to deposit all payments made or received under the relevant Underlying Instrument in respect of such Portfolio Assets directly to the Collection Account.
Appears in 1 contract
Samples: Loan and Security Agreement (New Mountain Guardian IV BDC, L.L.C.)
Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion None of the Initial AdvanceLenders, nor shall any Purchaser, the Administrative Agent, the Backup Servicer and Collateral Agent or the Collateral Document Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, satisfied in the sole discretion of, or waived in writing by, the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I, each in form and substance reasonably satisfactory to the Administrative Agent;.
(b) The Administrative Agent shall have received (i) reasonably satisfactory evidence that the Seller Borrower, the Equityholder and the Servicer Collateral Manager have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;thereby.
(c) The SellerBorrower, the Servicer Equityholder and the Originator Collateral Manager shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters a certification in the form of Exhibits F-1 and F-2;Exhibit D.
(d) The Seller Borrower, the Equityholder and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer Collateral Manager shall each have delivered to the Administrative Agent a certificate as to Solvency whether such entity is Solvent in the form of Exhibits E-1 Exhibit C.
(e) The Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control or Collateral Manager Default has occurred and E-2is continuing.
Appears in 1 contract
Samples: Loan and Security Agreement (New Mountain Guardian IV BDC, L.L.C.)
