Conditions to Sales. Any Sale of a Portfolio Asset is subject to the satisfaction of the following conditions:
(i) unless the Majority Lenders otherwise consent (such consent not to be unreasonably withheld, conditioned or delayed and the Majority Lenders shall use commercially reasonable efforts to respond to a request for consent within three (3) Business Days (or, in the case of an Underlying Obligor Default with respect to such Portfolio Asset arising under clause (a) of such defined term, five (5) Business Days)), the Proceeds from such Sale (expressed as a percentage of par) shall be no less than ten (10) percentage points lower than the most recent value of the Portfolio Asset subject to such Sale (expressed as a percentage of par); and
(ii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any Sale.
Conditions to Sales. Any Sale of an Eligible Portfolio Asset by a Loan Party shall at all times be subject to the satisfaction of the following conditions unless otherwise waived by the Servicer:
(i) the Administrative Borrower shall deliver a list of all Portfolio Assets to be the subject of such Sale in accordance with Section 5.01(z)(iii)(C); (ii) as of the date of such Sale and immediately after giving effect to any such Sale, (w) the aggregate Advances Outstanding shall not exceed the Maximum Availability as of such date, (x) no Market Trigger Event has occurred and is continuing or would result therefrom; and (y) neither a Potential Default nor an Event of Default shall be continuing or have resulted from such Sale; and (iii) the Administrative Borrower shall notify the Servicer of any amount to be deposited into the Collection Account in connection with any Sale in accordance with Section 5.01(aa).
Conditions to Sales. Any Sale of a Loan Asset is subject to the satisfaction of the following conditions (as certified in writing to the Administrative Agent by the Borrower):
(i) the Borrower shall deliver a Borrowing Base Certificate for the applicable Term Loan Series to the Administrative Agent in connection with (and reflecting) such Sale and the aggregate Advances Outstanding for the applicable Term Loan Series (after giving effect to repayments made in connection with such Sale) do not exceed the Maximum Availability for such Term Loan Series;
(ii) the Borrower shall deliver a list of all Loan Assets to be subject of a Sale and for each such Loan Asset, identify the Term Loan Series for which such Loan was included in the Borrowing Base with respect thereto or acquired with Advances made thereunder;
(iii) the Borrower shall give ten Business Days’ notice of such Sale;
(iv) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any Sale;
(v) any repayment of Advances Outstanding in connection with any Sale hereunder shall comply with the requirements set forth in Section 2.14; and
(vi) the net cash consideration in connection with such sale shall equal at least 97% of the Outstanding Principal Balance of the Loan Asset subject to such sale.
Conditions to Sales. 8 3.01 Conditions Precedent to the Purchaser's Purchase of Receivables on the Effective Date........................................... 8 3.02 Conditions Precedent to Purchase of Receivables................. 9
Conditions to Sales. 3.01 Conditions Precedent to the Purchaser's Purchase of Receivables on the ---------------------------------------------------------------------- Effective Date. The obligation of the Purchaser to purchase Receivables and the -------------- other Receivable Assets related to such Receivables on the Effective Date is subject to the satisfaction of the following conditions precedent which shall have been satisfied, on or prior to the Effective Date:
(a) the Purchaser shall have received copies of duly adopted resolutions (or, if applicable, a unanimous consent) of the Board of Directors or the members, as the case may be of the Originators, as in effect on such Effective Date, authorizing the execution of this Agreement and the consummation of the Transactions pursuant to the Transaction Documents;
(b) the Purchaser shall have received copies of a Certificate of Good Standing for each Originator issued by the Secretary of State of such Originator's state of incorporation or formation;
(c) the Purchaser shall have received copies of a certificate of a Responsible Officer of each Originator certifying (i) the names and signatures of the officers authorized on its behalf to execute this Agreement and the other Transaction Documents to which it is a party and any other documents to be delivered by it hereunder or thereunder, (ii) that attached thereto is a true, correct, and complete copy of such Originator's certificate of incorporation or formation, as the case may be and by-laws, and (iii) that attached thereto is a true correct and complete copy of the document referred to in clause (a) above and (iv) that attached thereto is a true, correct and complete copy of the document referred to in clause (b) above;
(d) the Purchaser shall have received copies of fully executed counterparts of this Agreement and each other Transaction Document;
(e) the Purchaser shall have received copies of legal opinions, in each case, dated the Effective Date and addressed to:
(i) the Rating Agencies, the Funding Agent, the Purchaser and the Trustee from Counsel to each Originator in form and substance satisfactory to the Trustee and the Funding Agent;
(ii) the Rating Agencies, the Funding Agent, the Purchaser and the Trustee from Xxxxxxxx Chance Xxxxxx & Xxxxx LLP, special New York counsel for the Originators and the Purchaser, in form and substance satisfactory to the Trustee and the Funding Agent; and
(f) the Purchaser shall have received a legal opinion, dated the Effective D...
Conditions to Sales. Any Sale of a Portfolio Asset is subject to the satisfaction of the following conditions:
(i) unless the Majority Lenders otherwise consent (such consent not to be unreasonably withheld, conditioned or delayed and the Majority Lenders shall use commercially reasonable efforts to respond to a request for consent within three (3) Business Days (or, in the case of an Underlying Obligor Default with respect to such Portfolio Asset arising under clause (a) of such defined term, five (5) Business Days)), (x) the Proceeds from such Sale (expressed as a percentage of par) shall be no less than ten (10) percentage points lower than the most recent value of the Portfolio Asset subject to such Sale (expressed as a percentage of par) or (y) solely in connection with the contemplated Sale of a Loan Asset to a collateralized loan obligation managed by an Affiliate of the Borrower on or around October 29, 2024, (A) the Loan Asset subject to the Sale shall be transferred at a price substantially equivalent to the most recent value of such Loan Asset and (B) the Sale of such Loan Asset shall not cause the LTV as of such date to exceed the Applicable LTV Trigger after giving effect thereto; and
(ii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Accounts in connection with any Sale.
Conditions to Sales. Any Sale of a Portfolio Asset is subject to the satisfaction of the following conditions:
(i) the Borrower shall give the Administrative Agent and the Facility Servicer ten Business Days’ notice of such Sale (or, if the effect of such Sale would end or cure an Unmatured Event of Default or Market Trigger Event, three Business Days’ notice of such Sale);
(ii) the Borrower shall deliver a list of all Portfolio Assets that are the subject of a Sale and identify the Term Loan Series to which such Portfolio Asset Relates; 50
(iii) either (A) the net cash consideration received by the Borrower in connection with such Sale is at least (1) in the case of a Portfolio Asset that is a Loan Asset, 98% of the Outstanding Principal Balance of such Portfolio Asset and (2) in the case of any Portfolio Asset that is an Eligible REO Asset, 95% of the Value of such Eligible REO Asset or (B) the Initial Lender has consented to such Sale in its sole discretion;
(iv) the Borrower shall notify the Administrative Agent and the Facility Servicer of any amount to be deposited into the Collection Account in connection with any Sale;
(v) the net cash Proceeds from such Sale shall be deposited directly to the Collection Account unless otherwise set forth herein, provided further, however, notwithstanding anything to the contrary set forth herein, upon the Sale of a Portfolio Asset, the direct or indirect ownership of which is jointly owned by Borrower and a TRS Subsidiary, only the net cash Proceeds attributable to the Borrower’s interest in such Portfolio Asset (based on Borrower’s pro rata ownership interest therein) are required to be deposited in the Collection Account and all net cash Proceeds attributable to the TRS Subsidiary’s interest in such Portfolio Asset (based on the TRS Subsidiary’s pro rata ownership interest therein) may be disbursed as otherwise directed by the TRS Subsidiary and are not required to be deposited in the Collection Account;
(vi) the Borrower shall deliver a Borrowing Base Certificate for the Term Loan Series to which such Portfolio Asset Relates to the Administrative Agent and the Facility Servicer in connection with (and reflecting) such Sale and the aggregate Advances Outstanding for such Term Loan Series do not exceed the Maximum Availability for such Term Loan Series at such time (after giving effect to repayments made in connection with such Sale); and
(vii) no Sale shall occur if an Event of Default, Unmatured Event of Default, or a Market Trigge...
Conditions to Sales. Any sales effected pursuant to Section 2.07(a) shall be subject to the satisfaction of the following conditions (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower):
(i) the Borrower shall deliver a Borrowing Base Certificate (which gives effect to such sale on a pro forma basis) and an updated Loan Asset Schedule to the Administrative Agent in connection with such sale;
(ii) the Borrower shall deliver a list of all Loan Assets to be sold;
(iii) no selection procedures which are primarily intended to be adverse to the interests of the Administrative Agent or the Lenders were utilized by the Borrower in the selection of the Loan Assets to be sold, repurchased or substituted;
(iv) the Borrower shall give one (1) Business Day's notice of such sale to the Administrative Agent and Collateral Agent;
(v) the Borrower shall notify the Administrative Agent (with a copy to the Collateral Agent) of any amount to be deposited into the Collection Account in connection with any sale; and
(vi) any repayment of Advances Outstanding in connection with any sale of Loan Assets hereunder shall comply with the requirements set forth in Section 2.16.
Conditions to Sales. Any Sale of a Portfolio Asset is subject to the satisfaction of the following conditions:
(i) unless the Majority Lenders otherwise consent (such consent not to be unreasonably withheld, conditioned or delayed and the Majority Lenders shall use commercially reasonable efforts to respond to a request for consent within three (3) Business Days (or, in the case of an Underlying Obligor Default with respect to such Portfolio Asset arising under clause (a) of such defined term, five (5) Business Days)), the Proceeds from such Sale (expressed as a percentage of par) shall be no less than ten
Conditions to Sales. Any Sale of a Loan Asset is subject to the satisfaction of the following conditions:
(i) the Borrower shall give the Administrative Agent and the Facility Servicer ten Business Days’ notice of such Sale;
(ii) the Borrower shall deliver a list of all Loan Assets to be subject of a Sale and identify the Term Loan Series to which such Loan Asset relates;
(iii) the Borrower shall deliver a Borrowing Base Certificate for the Term Loan Series to which such Loan Asset Relates to the Administrative Agent and the Facility Servicer in connection with (and reflecting) such Sale and the aggregate Advances Outstanding for such Term Loan Series do not exceed the Maximum Availability for such Term Loan Series at such time (after giving effect to repayments made in connection with such Sale);
(iv) the net cash consideration in connection with such Sale is at least equal to:
(A) if either (1) Portfolio LTV, both as of the most recent date of determination pursuant to Section 5.01(p)(iii) and on a pro forma basis after giving effect to the Sale of the applicable Loan Asset, exceeds 75% or (2) such Sale is to a Person Controlling, Controlled by or under common Control with the applicable Borrower, then 95% of the Outstanding Principal Balance of the Loan Asset subject to such Sale at such time; or
(B) if clause (iv)(A) above is not applicable, then an amount equal to the Advance Rate for the Loan Asset subject to such Sale multiplied by the Outstanding Principal Balance of such Loan Asset at such time; and
(v) the Borrower shall notify the Administrative Agent and the Facility Servicer of any amount to be deposited into the Collection Account in connection with any Sale.
