Conditions to Transfers of Portfolio Assets Sample Clauses

Conditions to Transfers of Portfolio Assets. Each Transfer of an Eligible Portfolio Asset, other than the Transfer of the Initial Portfolio Assets, is subject to the further conditions precedent that: (a) no Event of Default exists or would result from such Transfer; (i) the Borrower has given the Initial Lender at least five business days advance notice of such Transfer, (ii) the Initial Lender has consented to such Transfer in its sole discretion, (iii) the Borrower has provided the Initial Lender with information relating to the Portfolio Asset subject to such Transfer, including information (1) as is provided on Schedule I, (2) regarding the Transferor of such Portfolio Asset, whether any liens exists on such Portfolio Asset and, if so, describing the actions the Borrower will take to release such liens and (3) as is otherwise requested by the Initial Lender, (iv) the Initial Lender has provided the Borrower in writing with the advance rate for such Portfolio Asset and (v) the Borrower has provided a calculation of the Borrowing Base as of such date giving effect to such Transfer and any related Advance, if applicable; (c) all actions required to be taken or performed (including the filing of UCC financing statements) to give the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Portfolio Asset and the Related Portfolio Assets related thereto and the proceeds thereof have been taken or performed; and (d) the Borrower (or the Portfolio Asset Servicer on its behalf) has delivered to the Collateral Custodian (with a copy of any electronic delivery to the Initial Lender) (i) hard copies of any promissory notes, possessory collateral and any original Required Portfolio Documents that the Borrower requires of the Obligors, (ii) electronic copies of the other Required Loan Documents, (iii) the Portfolio Asset Checklist pertaining to each Initial Portfolio Asset and (iv) if required by the Administrative Agent or Initial Lender, a Custodial and Account Control Agreement as described in clause

Conditions to Transfers of Portfolio Assets. Each Transfer of a Portfolio Asset is subject to the further conditions precedent that: (a) the Administrative Borrower has delivered to the Administrative Agent (with a copy to the Initial Lender and the Servicer) no later than 2:00 p.m. on the date that is two (2) Business Days prior to the related Cut‐Off Date (i) an updated Portfolio Asset Schedule reflecting the Transfer of such Portfolio Asset and (ii) a Borrowing Base Certificate (giving pro forma effect to such Transfer and proposed Advances relating thereto, and if such Advances would cause the aggregate Advances Outstanding to exceed the Maximum Availability as of the proposed Cut‐Off Date, such Borrowing Base Certificate must include any scheduled repayments or optional prepayments of Advances in accordance with the terms hereof which would result in such Advances Outstanding not exceeding the Maximum Availability as of such date); (b) in connection with the acquisition of a Portfolio Asset, all actions required to be taken or performed (including the filing of UCC financing statements) to give the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Portfolio Asset and the Collateral related thereto and the proceeds thereof have been taken or performed; and (c) no Event of Default exists or would result from such Transfer. Each Transfer of a Portfolio Asset pursuant to this Section 3.03 is deemed a representation by the Loan Parties that the conditions specified in this Section 3.03 have been met.

Conditions to Transfers of Portfolio Assets. Each Transfer of a Portfolio Asset is subject to the further conditions precedent that: (a) if such Transfer occurs after the Revolving Period, the Initial Lender has consented in writing to such Transfer (such consent to be given or withheld in the Initial Lender’s reasonable discretion); (b) the Borrower has delivered to the Administrative Agent (with a copy to the Collateral Custodian and the Calculation Agent) no later than 2:00 p.m. on the date that is one Business Day prior to the related Cut‐Off Date (i) a Borrowing Base Certificate and (ii) a Loan Asset Schedule, in each case reflecting the Transfer of such Portfolio Asset;

Conditions to Transfers of Portfolio Assets. The Borrower shall not Transfer a Portfolio Asset after the Closing Date, unless (i) no Event of Default exists or would result from such Transfer and (ii) the Borrower has delivered to the Administrative Agent no later than 12:00 p.m. on the date that is one Business Day prior to (A) the related Cut-Off Date, in the case of a Transfer, or (B) the date on which it is proposed such subscription agreement should be entered into, as applicable (x) a Borrowing Base Certificate, (y) LTV Certificate and (z) a Portfolio Asset Schedule, in each case reflecting the Transfer of such Portfolio Asset or entry into such subscription agreement, as applicable.