Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower): (a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and the Account Bank) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated Loan Asset Schedule; (C) a Loan Assignment (with respect to purchases of Loan Assets from the Transferor) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased; (b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, faxed or e-mailed copies of (A) the duly executed original promissory notes of the Loan Assets, except in the case of a Noteless Loan Asset, and (B) the other applicable Required Loan Documents specified in clause (a) of the definition thereof; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 Business Days after the later of (x) any related Advance Date as to any Loan Assets and (y) the date such Loan Assets have settled; (c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date; (d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed; (e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date; (f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and (g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 5 contracts
Samples: Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (FS KKR Capital Corp)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.22 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Contribution Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent and the Backup Servicer), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than and the 10 Backup Servicer within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Contribution Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base DeficiencyDeficiency and being cured as a result of such Pledge); and
(gf) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
Appears in 4 contracts
Samples: Loan and Servicing Agreement (Solar Senior Capital Ltd.), Loan and Servicing Agreement (Solar Senior Capital Ltd.), Loan and Servicing Agreement (Solar Senior Capital Ltd.)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.20 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral AgentCustodian, the Collateral Custodian Administrator and the Account BankCollateral Agent) no later than 5:00 12:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Contribution Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent and the Backup Servicer), no later than 2:00 12:00 p.m. one Business Day prior to on the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than and the 10 Backup Servicer within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Contribution Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.062.06 or Section 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base DeficiencyDeficiency and being cured as a result of such Pledge); and
(gf) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03, 5.04 and 5.05 before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such date day as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 3 contracts
Samples: Loan and Servicing Agreement (TCG Bdc, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent Trustee by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and copies of the Account BankNotice of Borrowing and Borrowing Base Certificate to the Trustee only) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment Assignments in the form of Exhibit A to the Purchase and Sale Agreements (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent Trustee by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and copies of the Account BankNotice of Borrowing and Borrowing Base Certificate to the Trustee only) no later than 5:00 3:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment Assignments in the form of Exhibit A to the Purchase and Sale Agreements (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and Agent (D) all documents (or copies who will provide each Lender with a copy promptly upon receipt thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased);
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent (who will provide each Lender with a copy promptly upon receipt thereof)), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent Trustee on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the each Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral AgentTrustee, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.062.06 or 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency);
(g) on and as of such day, immediately after giving effect to such Pledge, each Collateral Quality Test shall be satisfied, or, if any Collateral Quality Test shall not be satisfied, the Borrower’s level of compliance with such Collateral Quality Test shall be improved or maintained; and
(gh) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
Appears in 2 contracts
Samples: Omnibus Amendment (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.22 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Contribution Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent and the Backup Servicer), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than and the 10 Backup Servicer within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Contribution Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency or Foreign Currency Excess Exposure in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base DeficiencyDeficiency or Foreign Currency Excess Exposure and being cured as a result of such Pledge); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 2 contracts
Samples: Loan and Servicing Agreement (SLR Investment Corp.), Ninth Amendment to the Loan and Servicing Agreement (SLR Senior Investment Corp.)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and the Account Bank) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Purchase and Sale Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, and (B) the other applicable Required Loan Documents specified in clause (a) of the definition thereofa fully executed assignment agreement); provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp.), Loan and Servicing Agreement (Fifth Street Finance Corp)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 2:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Purchase and Sale Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to on the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 2:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Purchase and Sale Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to on the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Tape, (C) a an Approval Notice (for each Loan Assignment (with respect Asset added to purchases of Loan Assets from the TransferorCollateral Portfolio on the related Cut-Off Date) and containing (D) such additional information as may be reasonably requested by the Administrative Agent; Agent and (D) all documents (or copies thereof) evidencing an executed copy of each assignment and assumption agreement, transfer document or novation contemplated by instrument (including any Loan Assignment) relating to each Loan Asset to be pledged evidencing the assignment of such relevant Loan Agreement showing that from any prior third party owner thereof directly to the Borrower is (other than in the lender case of record under any Loan Asset acquired by the Eligible Loan Assets to be purchasedBorrower at origination);
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit I) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause (x) the Loan Asset Checklist and all the Required Loan Documents (other than the Transferor Agented Required Loan Documents) to be in the possession of the Collateral Custodian within five Business Days of any related Cut-Off Date as to any Loan Assets and (y) the Transferor Agented Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 Business Days after the later within thirty days of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 2 contracts
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.), Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.22 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Contribution Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent and the Backup Servicer), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than and the 10 Backup Servicer within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Contribution Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency or Foreign Currency Excess Exposure in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base DeficiencyDeficiency or Foreign Currency Excess Exposure and being cured as a result of such Pledge); and
(gf) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
Appears in 2 contracts
Samples: Loan and Servicing Agreement (SLR Investment Corp.), Loan and Servicing Agreement (Solar Senior Capital Ltd.)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.20 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral AgentCustodian, the Collateral Custodian Administrator and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Tape, (C) a Loan Assignment duly completed (other than with respect to purchases the signature of the Administrative Agent) Approval Notice (for any Eligible Loan Assets from Asset added to the TransferorCollateral Portfolio on the related Cut-Off Date) and containing (D) (i) such additional information as may be reasonably requested by the Administrative Agent; Agent (to the extent reasonably available to the Borrower or the Servicer at such time) and (Dii) all documents (or copies thereof) evidencing an executed copy of each assignment and assumption agreement, transfer document or novation contemplated by instrument relating to each Loan Asset to be Pledged evidencing the assignment of such relevant Loan Agreement showing that Asset from any prior third party owner thereof directly to the Borrower (other than, in the case of this clause (ii), any Loan Asset acquired by the Borrower at origination or any Participation Interest; provided that in the case of a Participation Interest, such document shall be delivered on the date such Participation Interest is the lender of record under the Eligible Loan Assets elevated to be purchasedan assignment);
(b) the Borrower shall have delivered to the Collateral Custodian Administrator (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit I) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Tape, the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than or the 10 Collateral Administrator, in accordance with Article XII within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets (provided that any file-stamped document, promissory note and certificate included in the Required Loan Documents shall be delivered as soon as they are reasonably available (yeven if not within five (5) Business Days of the date such Loan Assets have settledrelated Cut-Off Date);
(c) no Liens (other than Permitted Liens) exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion and provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule Tape for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) after giving effect to any Pledge of Eligible Loan Assets, the Collateral Quality Tests are satisfied or, if not satisfied, would be maintained or improved;
(g) no Event of Default has occurredoccurred and is continuing (and has not been waived), or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(gh) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all material respects (or if such representations and warranties are already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representations and warranties shall be true and correct in all respects), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 in any material respect before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such date day as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date ) (other than any breaches that may have occurred before prior to such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency 2.06 or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute substituted for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund), Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.20 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral AgentCustodian, the Collateral Custodian Administrator and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Contribution Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent and the Backup Servicer), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than and the 10 Backup Servicer within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Contribution Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.062.06 or Section 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base DeficiencyDeficiency and being cured as a result of such Pledge); and
(gf) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03, 5.04 and 5.05 before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such date day as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 2 contracts
Samples: Loan and Servicing Agreement, Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Purchase and Sale Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 1 contract
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and the Account Bank) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Purchase and Sale Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, and (B) the other applicable Required Loan Documents specified in clause (a) of the definition thereofa fully executed assignment agreement); provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to 2.06 or Section 2.07(a) or (c) 2.07 or any other Pledge of a Loan Asset hereunder (other than the Pledge of an additional Eligible Loan Asset pursuant to an assignment and contribution of an Eligible Loan Asset by the Transferor in accordance with Section 2.07(d) in which case only 3.04(c) and (d) shall apply) shall be subject to the further conditions precedent that (as certified to the Collateral Agent and Lenders by the Borrower):
(a) the Servicer Collateral Manager (on behalf of the Borrower) shall have delivered by email to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and the Account Bank) no later than 5:00 2:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, ; (B) an updated Loan Asset Schedule; and (C) a Loan Assignment (with respect to purchases of Loan Assets from the Transferor) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each Agent provided that if there is no change to any such relevant Loan Agreement showing that information than the Borrower is the lender date of record under the Eligible Loan Assets delivery thereof pursuant to Section 3.02(a), then delivery thereunder shall be purchaseddeemed to constitute delivery hereunder;
(b) the Borrower Collateral Manager (on behalf of the Borrower) shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentLenders), no later than 2:00 5:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the note or “lost note” affidavit for each such Loan AssetsAsset, except in the case of a Noteless Loan AssetAsset or Participation Interest, and (B) each of the other applicable Required Loan Documents specified in clause (a) of the definition thereof; provided that, if any Loan Assets are closed in escrow, the Collateral Manager (on behalf of the Borrower) may deliver a certificate from the closing attorneys of such Loan Asset certifying the possession of such Required Loan Documents; provided further that, notwithstanding the foregoing, the Borrower shall cause all of the Loan Asset Checklist and all other Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 five Business Days after the later of (x) any related Advance Date as to any Loan Assets and (y) the date such Loan Assets have settled;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;; and
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(fd) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or Borrowing Base Deficiency would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure or if a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result ofPledge, such Borrowing Base Deficiency would be maintained or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, reduced immediately after such Warranty Loan AssetPledge).
Appears in 1 contract
Samples: Omnibus Amendment (Blue Owl Technology Finance Corp. II)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower AmericasActive:18709990.5 pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.20 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral AgentCustodian, the Collateral Custodian Administrator and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Tape, (C) a Loan Assignment duly completed (other than with respect to purchases the signature of the Administrative Agent) Approval Notice (for any Approved Loan Assets from added to the TransferorCollateral Portfolio on the related Cut-Off Date) and containing (D) (i) such additional information as may be reasonably requested by the Administrative Agent; Agent and (Dii) all documents (or copies thereof) evidencing an executed copy of each assignment and assumption agreement, transfer document or novation contemplated by instrument (including any Purchase Notice) relating to each Loan Asset to be Pledged evidencing the assignment of such relevant Loan Agreement showing that Asset from any prior third party owner thereof directly to the Borrower (other than, in the case of this clause (ii), any Loan Asset acquired by the Borrower at origination or any Eligible Participation; provided that in the case of an Eligible Participation, such document shall be delivered on the date such Eligible Participation is the lender of record under the Eligible Loan Assets elevated to be purchasedan assignment);
(b) the Borrower shall have delivered to the Collateral Custodian Administrator (with a copy to the Administrative Agent), no later than 2:00 1:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit I) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Tape, the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than or the 10 Collateral Administrator, in accordance with Article XII within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) either such Loan Asset is a Specified Loan or the Administrative Agent shall have approved in its sole and absolute discretion and provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule Tape for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurredoccurred (and has not been waived), or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); andand AmericasActive:18709990.5
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all material respects (or if such representations and warranties are already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representations and warranties shall be true and correct in all respects), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 in any material respect before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such date day as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date ) (other than any breaches that may have occurred before prior to such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency 2.06 or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute substituted for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Tape, (C) a and Approval Notice (for each Loan Assignment (with respect Asset added to purchases of Loan Assets from the TransferorCollateral Portfolio on the related Cut-Off date) and containing (D) such additional information as may be reasonably requested by the Administrative Agent; Agent and (D) all documents (or copies thereof) evidencing an executed copy of each assignment and assumption agreement, transfer document or novation contemplated by instrument (including any Loan Assignment) relating to each Loan Asset to be pledged evidencing the assignment of such relevant Loan Agreement showing that from any prior third party owner thereof directly to the Borrower is (other than in the lender case of record under any Loan Asset acquired by the Eligible Loan Assets to be purchasedBorrower at origination);
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause (x) the Loan Asset Checklist and all the Required Loan Documents (other than the Gxxxx Agented Required Loan Documents) to be in the possession of the Collateral Custodian within five Business Days of any related Cut-Off Date as to any Loan Assets and (y) the Gxxxx Agented Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 Business Days after the later within thirty days of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Golub Capital BDC, Inc.)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Purchase and Sale Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Purchase and Sale Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date, and each Eligible Loan Asset Pledged after the Closing Date is a First Lien Loan Asset;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
Appears in 1 contract
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent Trustee by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and copies of the Account BankNotice of Borrowing and Borrowing Base Certificate to the Trustee only) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment Assignments in the form of Exhibit A to the Purchase and Sale Agreements (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent Trustee on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the each Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral AgentTrustee, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.062.06 or 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
Appears in 1 contract
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.20 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral AgentCustodian, the Collateral Custodian Administrator and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Tape, (C) a Loan Assignment duly completed (other than with respect to purchases the signature of the Administrative Agent) Approval Notice (for any Approved Loan Assets from added to the TransferorCollateral Portfolio on the related Cut-Off Date) and containing (D) (i) such additional information as may be reasonably requested by the Administrative Agent; Agent and (Dii) all documents (or copies thereof) evidencing an executed copy of each assignment and assumption agreement, transfer document or novation contemplated by instrument (including any Purchase Notice) relating to each Loan Asset to be Pledged evidencing the assignment of such relevant Loan Agreement showing that Asset from any prior third party owner thereof directly to the Borrower (other than, in the case of this clause (ii), any Loan Asset acquired by the Borrower at origination or any Eligible Participation; provided that in the case of an Eligible Participation, such document shall be delivered on the date such Eligible Participation is the lender of record under the Eligible Loan Assets elevated to be purchasedan assignment);
(b) the Borrower shall have delivered to the Collateral Custodian Administrator (with a copy to the Administrative Agent), no later than 2:00 1:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit I) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Tape, the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than or the 10 Collateral Administrator, in accordance with Article XII within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) either such Loan Asset is a Specified Loan or the Administrative Agent shall have approved in its sole and absolute discretion and provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule Tape for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurredoccurred (and has not been waived), or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all material respects (or if such representations and warranties are already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representations and warranties shall be true and correct in all respects), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 in any material respect before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such date day as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date ) (other than any breaches that may have occurred before prior to such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency 2.06 or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute substituted for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Purchase and Sale Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and;
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before is made as of a specific date); and
(h) after giving effect to such Pledge solely Pledge, the sum of (x) with respect to any Pledge the total commitments (funded and unfunded) of an Eligible all Revolving Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06Assets, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge the total unfunded commitments of any Substitute Eligible all Delayed Draw Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset)Assets and (z) the Unpledged L/C Commitments will not exceed $15,000,000.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.20 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral AgentCustodian, the Collateral Custodian Administrator and the Account BankCollateral Agent) no later than 5:00 12:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Contribution Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent and the Backup Servicer), no later than 2:00 12:00 p.m. one Business Day prior to on the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J, and which may be in electronic form) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents (which may be in electronic form unless otherwise required by the definition thereof) to be in the possession of the Collateral Custodian no later than and the 10 Backup Servicer within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Contribution Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the DMSLIBRARY01\32370595.v1 Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.062.06 or Section 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base DeficiencyDeficiency and being cured as a result of such Pledge); and
(gf) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03, 5.04 and 5.05 before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such date day as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 1 contract
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Tape, (C) a and Approval Notice (for each Loan Assignment (with respect Asset added to purchases of Loan Assets from the TransferorCollateral Portfolio on the related Cut-Off date) and containing (D) such additional information as may be reasonably requested by the Administrative Agent; Agent and (D) all documents (or copies thereof) evidencing an executed copy of each assignment and assumption agreement, transfer document or novation contemplated by instrument (including any Loan Assignment) relating to each Loan Asset to be pledged evidencing the assignment of such relevant Loan Agreement showing that from any prior third party owner thereof directly to the Borrower is (other than in the lender case of record under any Loan Asset acquired by the Eligible Loan Assets to be purchasedBorrower at origination);
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to than12:00 noon on the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause (x) the Loan Asset Checklist and all the Required Loan Documents (other than the Gxxxx Agented Required Loan Documents) to be in the possession of the Collateral Custodian within five Business Days of any related Cut-Off Date as to any Loan Assets and (y) the Gxxxx Agented Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 Business Days after the later within thirty days of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule Tape for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Golub Capital BDC, Inc.)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.20 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral AgentCustodian, the Collateral Custodian Administrator and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the AmericasActive:18709990.5 related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Tape, (C) a Loan Assignment duly completed (other than with respect to purchases the signature of the Administrative Agent) Approval Notice (for any Approved Loan Assets from added to the TransferorCollateral Portfolio on the related Cut-Off Date) and containing (D) (i) such additional information as may be reasonably requested by the Administrative Agent; Agent and (Dii) all documents (or copies thereof) evidencing an executed copy of each assignment and assumption agreement, transfer document or novation contemplated by instrument (including any Purchase Notice) relating to each Loan Asset to be Pledged evidencing the assignment of such relevant Loan Agreement showing that Asset from any prior third party owner thereof directly to the Borrower (other than, in the case of this clause (ii), any Loan Asset acquired by the Borrower at origination or any Eligible Participation; provided that in the case of an Eligible Participation, such document shall be delivered on the date such Eligible Participation is the lender of record under the Eligible Loan Assets elevated to be purchasedan assignment);
(b) the Borrower shall have delivered to the Collateral Custodian Administrator (with a copy to the Administrative Agent), no later than 2:00 1:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit I) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Tape, the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than or the 10 Collateral Administrator, in accordance with Article XII within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) either such Loan Asset is a Specified Loan or the Administrative Agent shall have approved in its sole and absolute discretion and provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule Tape for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurredoccurred (and has not been waived), or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); andand AmericasActive:18709990.5
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all material respects (or if such representations and warranties are already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representations and warranties shall be true and correct in all respects), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 in any material respect before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such date day as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date ) (other than any breaches that may have occurred before prior to such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency 2.06 or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute substituted for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent Trustee by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and copies of the Account BankNotice of Borrowing and Borrowing Base Certificate to the Trustee only) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment Assignments in the form of Exhibit A to the Purchase and Sale Agreements (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens liens exist in respect of Taxes taxes which are prior to the lien of the Collateral Agent Trustee on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the each Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral AgentTrustee, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed, and with respect to each Eligible Loan Asset so assigned pursuant to each Purchase and Sale Agreement;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.062.06 or 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
Appears in 1 contract
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.20 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral AgentCustodian, the Collateral Custodian Administrator and the Account BankCollateral Agent) no later than 5:00 2:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Contribution Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent and the Backup Servicer), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than and the 10 Backup Servicer within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Contribution Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.062.06 or Section 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base DeficiencyDeficiency and being cured as a result of such Pledge); and
(gf) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03, 5.04 and 5.05 before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such date day as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 1 contract
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.20 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Tape, (C) a Loan Assignment duly completed (other than with respect to purchases the signature of the Administrative Agent) Approval Notice (for each Loan Assets from Asset (other than a Specified Loan Asset) added to the TransferorCollateral Portfolio on the related Cut-Off Date) and containing (D) such additional information as may be reasonably requested by the Administrative Agent; Agent and (D) all documents (or copies thereof) evidencing an executed copy of each assignment and assumption agreement, transfer document or novation contemplated by instrument relating to each Loan Asset to be Pledged evidencing the assignment of such relevant Loan Agreement showing that Asset from any prior third party owner thereof directly to the Borrower is (other than in the lender case of record under any Loan Asset acquired by the Eligible Loan Assets to be purchasedBorrower at origination);
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 1:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit I) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens (other than Permitted Liens) exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) if the related Eligible Loan Asset is being purchased under the Contribution Agreement, all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Contribution Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion and provided an Approval Notice to the Borrower for each of the Eligible Loan Assets (other than Specified Loan Assets) identified to be added to in the applicable Loan Asset Schedule Tape for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurredoccurred (and has not been waived), or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 in any material respect before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such date day as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date ) (other than any breaches that may have occurred before prior to such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency 2.06 or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute substituted for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 1 contract
Samples: Loan and Servicing Agreement (Onex Direct Lending BDC Fund)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.20 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral AgentCustodian, the Collateral Custodian Administrator and the Account BankCollateral Agent) no later than 5:00 212:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Contribution Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent and the Backup Servicer), no later than 2:00 212:00 p.m. one Business Day prior to toon the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than and the 10 Backup Servicer within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Contribution Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.062.06 or Section 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base DeficiencyDeficiency and being cured as a result of such Pledge); and
(gf) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03, 5.04 and 5.05 before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such date day as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 1 contract
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 2:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Purchase and Sale Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to on the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit K) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
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Samples: Loan and Servicing Agreement (Business Development Corp of America)
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.20 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral AgentCustodian, the Collateral Custodian Administrator and the Account BankCollateral Agent) no later than 5:00 12:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment in the form of Exhibit A to the Contribution Agreement (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and (D) all documents (or copies thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased;
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent and the Backup Servicer), no later than 2:00 12:00 p.m. one Business Day prior to on the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than and the 10 Backup Servicer within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Contribution Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base DMSLIBRARY01\30388519.v8 Deficiency in accordance with Section 2.062.06 or Section 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base DeficiencyDeficiency and being cured as a result of such Pledge); and
(gf) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03, 5.04 and 5.05 before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such date day as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 1 contract
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent Trustee by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and copies of the Account BankNotice of Borrowing and Borrowing Base Certificate to the Trustee only) no later than 5:00 3:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment Assignments in the form of Exhibit A to the Purchase and Sale Agreements (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and Agent (D) all documents (or copies who will provide each Lender with a copy promptly upon receipt thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased);
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent (who will provide each Lender with a copy promptly upon receipt thereof)), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent Trustee on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the each Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral AgentTrustee, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to in the applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.062.06 or 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency);
(g) on and as of such day, immediately after giving effect to such Pledge, each Collateral Quality Test shall be satisfied, or, if any Collateral Quality Test shall not be satisfied, the Borrower’s level of compliance with such Collateral Quality Test shall be improved or maintained; and
(gh) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date)material respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date Date, on and as of such day as though made on and as of such date (other than any breaches representation and warranty that may have occurred before such Pledge solely (x) with respect to any Pledge is made as of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetspecific date).
Appears in 1 contract
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent Trustee by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and copies of the Account BankNotice of Borrowing and Borrowing Base Certificate to the Trustee only) no later than 5:00 3:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment Assignments in the form of Exhibit A to the Purchase and Sale Agreements (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and Agent (D) all documents (or copies who will provide each Lender with a copy promptly upon receipt thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased);
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent (who will provide each Lender with a copy promptly upon receipt thereof)), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settled;
Assets; USActive 52762757.1552762757.22 80 (c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent Trustee on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
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Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) ), an additional Eligible Loan Asset pursuant to Section 2.19 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):
(a) the Servicer (on behalf of the Borrower) Borrower shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent, the Collateral Custodian and the Account BankCollateral Agent) no later than 5:00 p.m. 11:00 a.m. on the date that is one Business Day prior to the related Cut-Off Date: (Ai) a Borrowing Base Certificate, (B) an updated Loan Asset Schedule; (Cii) a Loan Assignment Tape, (with respect iii) if applicable, an Approval Notice (for each Loan Asset that is not an Eligible Loan Asset to purchases of Loan Assets from be added to the TransferorCollateral Portfolio on the related Cut-Off Date) and containing (iv) such additional information as may be reasonably requested by the Administrative Agent; Agent and (D) all documents (or copies thereof) evidencing an executed copy of each assignment and assumption agreement, transfer document or novation contemplated by instrument (including any Loan Assignment) relating to each Loan Asset to be pledged evidencing the assignment of such relevant Loan Agreement showing that Asset from the prior owner thereof directly to the Borrower is (other than in the lender case of record under any Loan Asset acquired by the Eligible Loan Assets to be purchasedBorrower at origination);
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. 11:00 a.m. one Business Day prior to the related Cut-Off Date, (x) a faxed or e-mailed copies copy of (A) the duly executed original promissory notes (if any) of the Loan Assets, except and (y) if any Loan Assets are closed in escrow, a certificate (in the case form of a Noteless Exhibit J) from the closing attorneys of such Loan Asset, and (B) Assets certifying the other applicable possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes (other than Permitted Liens) which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Contribution Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) if applicable, the Administrative Agent shall have approved in its sole and absolute discretion provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified to be added to the that is not an Eligible Loan Asset Schedule identified in the applicable Loan Tape for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default existsis Continuing, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency or Foreign Currency Excess Exposure in accordance with Section 2.062.06 or 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base DeficiencyDeficiency or Foreign Currency Excess Exposure); and
(g) the representations and warranties contained in Sections 4.01, 4.01 and 4.02 and 4.03 are true and correct in all respects correct, on and as of such date as though made on and as of such date (other than any representation and or warranty that is made as of a specific date), in which case such representation or warranty shall be true and there exists no breach correct in all respects as of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Assetdate).
Appears in 1 contract
Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset acquired by the Borrower pursuant to Section 2.06, a Substitute Eligible Loan Asset acquired by the Borrower pursuant to Section 2.07(a) or (c) e), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent Trustee by the Borrower):
(a) the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender (with a copy to the Collateral Agent, the Collateral Custodian and copies of the Account BankNotice of Borrowing and Borrowing Base Certificate to the Trustee only) no later than 5:00 3:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) an updated a Loan Asset Schedule; Schedule and (C) a Loan Assignment Assignments in the form of Exhibit A to the Purchase and Sale Agreements (with respect to purchases of Loan Assets from the Transferorincluding Schedule I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent; and Agent (D) all documents (or copies who will provide each Lender with a copy promptly upon receipt thereof) evidencing each assignment or novation contemplated by each such relevant Loan Agreement showing that the Borrower is the lender of record under the Eligible Loan Assets to be purchased);
(b) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative AgentAgent (who will provide each Lender with a copy promptly upon receipt thereof)), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copies copy of (A) the duly executed original promissory notes of the Loan AssetsAssets (and, except in the case of a any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (Bin the form of Exhibit J) from the other applicable closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents specified in clause (a) of the definition thereofDocuments; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and all other the Required Loan Documents to be in the possession of the Collateral Custodian no later than the 10 within five Business Days after the later of (x) any related Advance Cut-Off Date as to any Loan Assets and (y) the date such Loan Assets have settledAssets;
(c) no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent Trustee on the Eligible Loan Assets to be Pledged on such Cut-Off Date;
(d) all terms and conditions of the each Purchase and Sale Agreement, if applicable, each assignment or novation contemplated by each relevant Loan Agreement and each Loan Assignment required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral AgentTrustee, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;
(e) the Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified to be added to the Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;
(f) no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and
(g) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects on and as of such date as though made on and as of such date (other than any representation and warranty that is made as of a specific date), and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date (other than any breaches that may have occurred before such Pledge solely (x) with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, with respect to or as a result of, such Borrowing Base Deficiency or (y) with respect to any Pledge of any Substitute Eligible Loan Asset as a substitute for a Warranty Loan Asset in accordance with Section 2.07, with respect to or as a result of, such Warranty Loan Asset).
Appears in 1 contract
