Conditions to Transfers of Portfolio Assets. Each Transfer of a Portfolio Asset is subject to the further conditions precedent that: (a) (i) (x) with respect to any Loan Assets, the Borrower has given the Initial Lender at least five Business Days’ advance notice of such Transfer and (y) with respect to any Eligible REO Assets, the Borrower has given the Initial Lender at least 20 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) regarding the Transferor of such Portfolio Asset, whether any liens exist on such Portfolio Asset and, if so, describing the actions the Borrower will take to release such liens and (2) as is otherwise reasonably requested by the Initial Lender, and (iv) the Initial Lender has provided the Borrower in writing with the advance rate for such Portfolio Asset; (b) the Portfolio Assets subject to such Transfer are Eligible Portfolio Assets; (c) the Sponsor has made arrangements satisfactory to the Initial Lender to fund an equity contribution to the Borrower or Permitted REO Subsidiary in an amount sufficient to acquire such Eligible Portfolio Assets as of the proposed Advance Date in a manner satisfactory to the Initial Lender; (d) the Borrower has delivered to the Administrative Agent (with a copy to the Facility Servicer) no later than 11:00 a.m. on the date that is two Business Days prior to the related Cut-Off Date: (i) a Portfolio Asset Certificate for such Portfolio Asset, which identifies the Term Loan Series to which such Portfolio Asset will Relate (and if the Borrower wishes to designate a portion of such Portfolio Asset to two separate Term Loan Series, the proportion of such Portfolio Asset to be allocated thereto) and certifies, amongst other things, whether such Portfolio Asset is an Eligible Portfolio Asset; (ii) a Borrowing Base Certificate and a Portfolio LTV Certificate, each giving pro forma effect to such Transfer and proposed Advances relating thereto, and if such Advances would cause the aggregate Advances Outstanding under such Term Loan Series to exceed the Maximum Availability for such Term Loan Series as of the proposed Cut‐Off Date, such Borrowing Base Certificate shall include any scheduled or intended unscheduled repayments of Advances in accordance with the terms hereof which would result in such Advances Outstanding not exceeding the Maximum Availability for such Term Loan Series as of such date; and (iii) a Portfolio Asset Schedule for the Term Loan Series to which such Portfolio Asset Relates and reflecting the Transfer of such Portfolio Asset. (e) with respect to a Loan Asset, the Borrower (or the Portfolio Asset Servicer on its behalf) has delivered to the Facility Servicer and the Initial Lender electronic copies of the Required Portfolio Documents and the Portfolio Asset Checklist and Portfolio Asset Certificate pertaining to each such Loan Asset at least four Business Days prior to the Cut‐Off Date pertaining to such Portfolio Asset or such later date as the Initial Lender may agree; (f) 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 Portfolio Documents, and (iii) the Portfolio Asset Checklist pertaining to each Eligible Portfolio Asset, in each case on or prior to the Cut-Off Date pertaining to such Portfolio Asset; (g) with respect to any Eligible REO Asset (other than the Hampton Inn Plymouth Meeting Eligible REO Asset), all Mortgage Loan Documents have been delivered to the Collateral Custodian; (h) 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 Portfolio Assets related thereto and the proceeds thereof have been taken or performed; and (i) no Event of Default exists or would result from such Transfer. Each Transfer of a Portfolio Asset pursuant to this Section 3.04 is deemed a representation by the Borrower that the conditions specified in this Section 3.04 have been met.
Appears in 1 contract
Samples: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)
Conditions to Transfers of Portfolio Assets. Each Transfer of a an Eligible Portfolio Asset 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) (x) with respect to any Loan Assets, the Borrower has given the Initial Lender at least five Business Days’ advance notice of such Transfer and (y) with respect to any Eligible REO Assets, the Borrower has given the Initial Lender at least 20 Business Days’ 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 exist exists on such Portfolio Asset and, if so, describing the actions the Borrower will take to release such liens and (23) as is otherwise reasonably requested by the Initial Lender, and (iv) the Initial Lender has provided the Borrower in writing with the advance rate for such Portfolio Asset;
Asset and (bv) the Portfolio Assets subject Borrower has provided a calculation of the Borrowing Base as of such date giving effect to such Transfer are Eligible Portfolio Assetsand any related Advance, if applicable;
(c) all actions required to be taken or performed (including the Sponsor has made arrangements satisfactory filing of UCC financing statements) to give the Initial Lender to fund an equity contribution to Administrative Agent, for the Borrower or Permitted REO Subsidiary in an amount sufficient to acquire such Eligible Portfolio Assets as benefit of the proposed Advance Date Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in a manner satisfactory to the Initial Lender;
(d) the Borrower has delivered to the Administrative Agent (with a copy to the Facility Servicer) no later than 11:00 a.m. on the date that is two Business Days prior to the related Cut-Off Date:
(i) a Portfolio Asset Certificate for such Portfolio Asset, which identifies the Term Loan Series to which such Portfolio Asset will Relate (and if the Borrower wishes to designate a portion of such Related Portfolio Asset to two separate Term Loan Series, Assets related thereto and the proportion of such Portfolio Asset to be allocated thereto) and certifies, amongst other things, whether such Portfolio Asset is an Eligible Portfolio Asset;
(ii) a Borrowing Base Certificate and a Portfolio LTV Certificate, each giving pro forma effect to such Transfer and proposed Advances relating thereto, and if such Advances would cause the aggregate Advances Outstanding under such Term Loan Series to exceed the Maximum Availability for such Term Loan Series as of the proposed Cut‐Off Date, such Borrowing Base Certificate shall include any scheduled proceeds thereof have been taken or intended unscheduled repayments of Advances in accordance with the terms hereof which would result in such Advances Outstanding not exceeding the Maximum Availability for such Term Loan Series as of such dateperformed; and
(iii) a Portfolio Asset Schedule for the Term Loan Series to which such Portfolio Asset Relates and reflecting the Transfer of such Portfolio Asset.
(e) with respect to a Loan Asset, the Borrower (or the Portfolio Asset Servicer on its behalf) has delivered to the Facility Servicer and the Initial Lender electronic copies of the Required Portfolio Documents and the Portfolio Asset Checklist and Portfolio Asset Certificate pertaining to each such Loan Asset at least four Business Days prior to the Cut‐Off Date pertaining to such Portfolio Asset or such later date as the Initial Lender may agree;
(fd) 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 Portfolio Loan Documents, and (iii) the Portfolio Asset Checklist pertaining to each Eligible Initial Portfolio AssetAsset and (iv) if required by the Administrative Agent or Initial Lender, a Custodial and Account Control Agreement as described in clause (b) of the definition thereof, in each case on or at least five Business Days prior to the Cut-Off Closing Date pertaining to such Portfolio Asset;
(g) with respect to any Eligible REO Asset (other than the Hampton Inn Plymouth Meeting Eligible REO Asset), all Mortgage Loan Documents have been delivered to the Collateral Custodian;
(h) 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 Portfolio Assets related thereto and the proceeds thereof have been taken or performed; and
(i) no Event of Default exists or would result from such Transfer. Each Transfer of a an Eligible Portfolio Asset pursuant to this Section 3.04 is deemed a representation by the Borrower that the conditions specified in this Section 3.04 have been met.. NAI-1528532842v5
Appears in 1 contract
Samples: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)
Conditions to Transfers of Portfolio Assets. Each Transfer of a an Eligible Portfolio Asset 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) (x) with respect to any Loan Assets, the Borrower has given the Initial Lender at least five Business Days’ advance notice of such Transfer and (y) with respect to any Eligible REO Assets, the Borrower has given the Initial Lender at least 20 Business Days’ 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 exist exists on such Portfolio Asset and, if so, describing the actions the Borrower will take to release such liens and (23) as is otherwise reasonably requested by the Initial Lender, and (iv) the Initial Lender has provided the Borrower in writing with the advance rate for such Portfolio Asset;
Asset and (bv) the Portfolio Assets subject Borrower has provided a calculation of the Borrowing Base as of such date giving effect to such Transfer are Eligible Portfolio Assetsand any related Advance, if applicable;
(c) all actions required to be taken or performed (including the Sponsor has made arrangements satisfactory filing of UCC financing statements) to give the Initial Lender to fund an equity contribution to Administrative Agent, for the Borrower or Permitted REO Subsidiary in an amount sufficient to acquire such Eligible Portfolio Assets as benefit of the proposed Advance Date Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in a manner satisfactory to the Initial Lender;
(d) the Borrower has delivered to the Administrative Agent (with a copy to the Facility Servicer) no later than 11:00 a.m. on the date that is two Business Days prior to the related Cut-Off Date:
(i) a Portfolio Asset Certificate for such Portfolio Asset, which identifies the Term Loan Series to which such Portfolio Asset will Relate (and if the Borrower wishes to designate a portion of such Related Portfolio Asset to two separate Term Loan Series, Assets related thereto and the proportion of such Portfolio Asset to be allocated thereto) and certifies, amongst other things, whether such Portfolio Asset is an Eligible Portfolio Asset;
(ii) a Borrowing Base Certificate and a Portfolio LTV Certificate, each giving pro forma effect to such Transfer and proposed Advances relating thereto, and if such Advances would cause the aggregate Advances Outstanding under such Term Loan Series to exceed the Maximum Availability for such Term Loan Series as of the proposed Cut‐Off Date, such Borrowing Base Certificate shall include any scheduled proceeds thereof have been taken or intended unscheduled repayments of Advances in accordance with the terms hereof which would result in such Advances Outstanding not exceeding the Maximum Availability for such Term Loan Series as of such dateperformed; and
(iii) a Portfolio Asset Schedule for the Term Loan Series to which such Portfolio Asset Relates and reflecting the Transfer of such Portfolio Asset.
(e) with respect to a Loan Asset, the Borrower (or the Portfolio Asset Servicer on its behalf) has delivered to the Facility Servicer and the Initial Lender electronic copies of the Required Portfolio Documents and the Portfolio Asset Checklist and Portfolio Asset Certificate pertaining to each such Loan Asset at least four Business Days prior to the Cut‐Off Date pertaining to such Portfolio Asset or such later date as the Initial Lender may agree;
(fd) 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 Portfolio Loan Documents, and (iii) the Portfolio Asset Checklist pertaining to each Eligible Portfolio Asset, in each case on or prior to the Cut-Off Date pertaining to such Portfolio Asset;
(g) with respect to any Eligible REO Asset (other than the Hampton Inn Plymouth Meeting Eligible REO Asset), all Mortgage Loan Documents have been delivered to the Collateral Custodian;
(h) 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 Initial Portfolio Asset and the Portfolio Assets related thereto and the proceeds thereof have been taken or performed; and
(iiv) no Event of Default exists or would result from such Transfer. Each Transfer of a Portfolio Asset pursuant to this Section 3.04 is deemed a representation if required by the Borrower that the conditions specified Administrative Agent or Initial Lender, a Custodial and Account Control Agreement as described in this Section 3.04 have been met.clause
Appears in 1 contract
Samples: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)
Conditions to Transfers of Portfolio Assets. Each Transfer of a an Eligible Portfolio Asset 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) (x) with respect to any Loan Assets, the Borrower has given the Initial Lender at least five Business Days’ advance notice of such Transfer and (y) with respect to any Eligible REO Assets, the Borrower has given the Initial Lender at least 20 Business Days’ business days advance notice of such Transfer, (ii) the Initial Lender has consented to such Transfer in its sole discretion, discretion and (iii) the Borrower has provided the Initial Lender with such information relating to the Portfolio Asset subject to such Transfer, including information (1) regarding the Transferor of such Portfolio Asset, whether any liens exist Transfer as is provided on such Portfolio Asset and, if so, describing the actions the Borrower will take to release such liens and (2) Schedule I or as is otherwise reasonably requested by the Initial Lender, and (iv) the Initial Lender has provided the Borrower in writing with the advance rate for such Portfolio Asset;
(b) the Portfolio Assets subject to such Transfer are Eligible Portfolio Assets;
(c) the Sponsor has made arrangements satisfactory to the Initial Lender to fund an equity contribution to the Borrower or Permitted REO Subsidiary in an amount sufficient to acquire such Eligible Portfolio Assets as of the proposed Advance Date in a manner satisfactory to the Initial Lender;
(dc) all actions required to be taken or performed (including the Borrower has delivered filing of UCC financing statements) to give the Administrative Agent Agent, for the benefit of the Secured Parties, a first priority perfected security interest (with a copy subject only to the Facility ServicerPermitted Liens) no later than 11:00 a.m. on the date that is two Business Days prior to the related Cut-Off Date:
(i) a Portfolio Asset Certificate for such Portfolio Asset, which identifies the Term Loan Series to which in such Portfolio Asset will Relate (and if the Borrower wishes to designate a portion of such Related Portfolio Asset to two separate Term Loan Series, Assets related thereto and the proportion of such Portfolio Asset to be allocated thereto) and certifies, amongst other things, whether such Portfolio Asset is an Eligible Portfolio Asset;
(ii) a Borrowing Base Certificate and a Portfolio LTV Certificate, each giving pro forma effect to such Transfer and proposed Advances relating thereto, and if such Advances would cause the aggregate Advances Outstanding under such Term Loan Series to exceed the Maximum Availability for such Term Loan Series as of the proposed Cut‐Off Date, such Borrowing Base Certificate shall include any scheduled proceeds thereof have been taken or intended unscheduled repayments of Advances in accordance with the terms hereof which would result in such Advances Outstanding not exceeding the Maximum Availability for such Term Loan Series as of such dateperformed; and
(iii) a Portfolio Asset Schedule for the Term Loan Series to which such Portfolio Asset Relates and reflecting the Transfer of such Portfolio Asset.
(e) with respect to a Loan Asset, the Borrower (or the Portfolio Asset Servicer on its behalf) has delivered to the Facility Servicer and the Initial Lender electronic copies of the Required Portfolio Documents and the Portfolio Asset Checklist and Portfolio Asset Certificate pertaining to each such Loan Asset at least four Business Days prior to the Cut‐Off Date pertaining to such Portfolio Asset or such later date as the Initial Lender may agree;
(fd) 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 Portfolio Loan Documents, and (iii) the Portfolio Asset Checklist pertaining to each Eligible Initial Portfolio AssetAsset and (iv) if required by the Administrative Agent or Initial Lender, a Custodial and Account Control Agreement as described in clause (b) of the definition thereof, in each case on or at least five Business Days prior to the Cut-Off Closing Date pertaining to such Portfolio Asset;
(g) with respect to any Eligible REO Asset (other than the Hampton Inn Plymouth Meeting Eligible REO Asset), all Mortgage Loan Documents have been delivered to the Collateral Custodian;
(h) 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 Portfolio Assets related thereto and the proceeds thereof have been taken or performed; and
(i) no Event of Default exists or would result from such Transfer. Each Transfer of a an Eligible Portfolio Asset pursuant to this Section 3.04 is deemed a representation by the Borrower that the conditions specified in this Section 3.04 have been met.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Exantas Capital Corp.)
Conditions to Transfers of Portfolio Assets. Each Transfer of a an Eligible Portfolio Asset 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) (x) with respect to any Loan Assets, the Borrower has given the Initial Lender at least five Business Days’ advance notice of such Transfer and (y) with respect to any Eligible REO Assets, the Borrower has given the Initial Lender at least 20 Business Days’ 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 exist exists on such Portfolio Asset and, if so, describing the actions the Borrower will take to release such liens and (23) as is otherwise reasonably requested by the Initial Lender, and (iv) the Initial Lender has provided the Borrower in writing with the advance rate for such Portfolio Asset;
Asset and (bv) the Portfolio Assets subject Borrower has provided a calculation of the Borrowing Base as of such date giving effect to such Transfer are Eligible Portfolio Assetsand any related Advance, if applicable;
(c) all actions required to be taken or performed (including the Sponsor has made arrangements satisfactory filing of UCC financing statements) to give the Initial Lender to fund an equity contribution to Administrative Agent, for the Borrower or Permitted REO Subsidiary in an amount sufficient to acquire such Eligible Portfolio Assets as benefit of the proposed Advance Date Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in a manner satisfactory to the Initial Lender;
(d) the Borrower has delivered to the Administrative Agent (with a copy to the Facility Servicer) no later than 11:00 a.m. on the date that is two Business Days prior to the related Cut-Off Date:
(i) a Portfolio Asset Certificate for such Portfolio Asset, which identifies the Term Loan Series to which such Portfolio Asset will Relate (and if the Borrower wishes to designate a portion of such Related Portfolio Asset to two separate Term Loan Series, Assets related thereto and the proportion of such Portfolio Asset to be allocated thereto) and certifies, amongst other things, whether such Portfolio Asset is an Eligible Portfolio Asset;
(ii) a Borrowing Base Certificate and a Portfolio LTV Certificate, each giving pro forma effect to such Transfer and proposed Advances relating thereto, and if such Advances would cause the aggregate Advances Outstanding under such Term Loan Series to exceed the Maximum Availability for such Term Loan Series as of the proposed Cut‐Off Date, such Borrowing Base Certificate shall include any scheduled proceeds thereof have been taken or intended unscheduled repayments of Advances in accordance with the terms hereof which would result in such Advances Outstanding not exceeding the Maximum Availability for such Term Loan Series as of such dateperformed; and
(iii) a Portfolio Asset Schedule for the Term Loan Series to which such Portfolio Asset Relates and reflecting the Transfer of such Portfolio Asset.
(e) with respect to a Loan Asset, the Borrower (or the Portfolio Asset Servicer on its behalf) has delivered to the Facility Servicer and the Initial Lender electronic copies of the Required Portfolio Documents and the Portfolio Asset Checklist and Portfolio Asset Certificate pertaining to each such Loan Asset at least four Business Days prior to the Cut‐Off Date pertaining to such Portfolio Asset or such later date as the Initial Lender may agree;
(fd) 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 Portfolio Loan Documents, and (iii) the Portfolio Asset Checklist pertaining to each Eligible Initial Portfolio AssetAsset and (iv) if required by the Administrative Agent or Initial Lender, a Custodial and Account Control Agreement as described in clause (b) of the definition thereof, in each case on or at least five Business Days prior to the Cut-Off Closing Date pertaining to such Portfolio Asset;
(g) with respect to any Eligible REO Asset (other than the Hampton Inn Plymouth Meeting Eligible REO Asset), all Mortgage Loan Documents have been delivered to the Collateral Custodian;
(h) 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 Portfolio Assets related thereto and the proceeds thereof have been taken or performed; and
(i) no Event of Default exists or would result from such Transfer. Each Transfer of a an Eligible Portfolio Asset pursuant to this Section 3.04 is deemed a representation by the Borrower that the conditions specified in this Section 3.04 have been met.
Appears in 1 contract
Samples: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)
