Common use of Purchase of Additional Collateral Assets Clause in Contracts

Purchase of Additional Collateral Assets. During the Reinvestment Period, the Collateral Manager on behalf of the Borrower may, if the conditions specified in this Section 10.02 and Section 10.05 are met (or waived by the Administrative Agent), invest Principal Proceeds (and accrued interest received with respect to any Collateral Asset to the extent used to pay for accrued interest on additional Collateral Assets) in additional Collateral Assets; provided that no Collateral Asset may be purchased unless each of the following conditions is satisfied as of the date such Collateral Asset is added to the Collateral: (i) such obligation is an Eligible Collateral Asset; (ii) upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets and to the application of the proceeds thereof, the Borrowing Base Test is satisfied; (iii) upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets and to the application of the proceeds thereof, each Collateral Quality Test and Concentration Limitation is satisfied or, if it is not satisfied, maintained or improved; (iv) no Default or Event of Default is continuing or would result upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets, unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof; provided that, notwithstanding the foregoing, this clause (iv) shall not prohibit any purchase of a Collateral Asset the trade date of which was prior to the occurrence of a Default or Event of Default, and the settlement date of which is scheduled to occur on a date following such Default or Event of Default; (v) such Principal Proceeds shall be denominated in the same Eligible Currency (or converted to such Eligible Currency pursuant to Section 2.15(c)(iii)) as the Collateral Asset acquired; and (vi) on or prior to the Initial Conveyance Date (as defined in the Sale Agreement), the Lenders and the Administrative Agent shall have received a legal opinion (addressed to each of the Secured Parties) of counsel to the Borrower and the Equityholder, covering the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder (it being understood that the form of true sale opinion reviewed by the Administrative Agent prior to the Closing Date shall be deemed acceptable). The Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Agent) on the date of such purchase a Borrowing Base Calculation Statement.

Purchase of Additional Collateral Assets. During the Reinvestment Period, the Collateral Manager on behalf of the Borrower may, if the conditions specified in this Section 10.02 and Section 10.05 are met (or waived by the Administrative Agent), invest Principal Proceeds (and accrued interest received with respect to any Collateral Asset to the extent used to pay for accrued interest on additional Collateral Assets) in additional Collateral Assets; provided that no Collateral Asset may be purchased unless each of the following conditions is satisfied as of the date such Collateral Asset is added to the Collateral: (i) such obligation is an Eligible Collateral Asset; (ii) upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets and to the application of the proceeds thereof, the Borrowing Base Test is satisfied; (iii) upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets and to the application of the proceeds thereof, each Collateral Quality Test and Concentration Limitation is satisfied or, if it is not satisfied, maintained or improved; (iv) no Default or Event of Default is continuing or would result upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets, unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof; provided that, notwithstanding the foregoing, this clause (iv) shall not prohibit any purchase of a Collateral Asset the trade date of which was prior to the occurrence of a Default or Event of Default, and the settlement date of which is scheduled to occur on a date following such Default or Event of Default; (v) such Principal Proceeds shall be denominated in the same Eligible Currency (or converted to such Eligible Currency pursuant to Section 2.15(c)(iii)) as the Collateral Asset acquired; and (vi) on or prior to the Initial Conveyance Date (as defined in the Sale Agreement), the Lenders and the Administrative Agent shall have received a legal opinion (addressed to each of the Secured Parties) of counsel to the Borrower and the Equityholder, covering the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder (it being understood that the form of true sale opinion reviewed by the Administrative Agent prior to the Closing Date shall be deemed acceptable). The Borrower shall deliver to the Administrative Agent (with a copy to the Collateral AgentAgent and the Collateral Administrator) on the date of such purchase a Borrowing Base Calculation Statement.

Purchase of Additional Collateral Assets. During the Reinvestment Period, the Collateral Manager on behalf of the Borrower may, if the conditions specified in this Section 10.02 and Section 10.05 are met (or USActive 59109857.15 waived by the Administrative Agent), invest Principal Proceeds (and accrued interest received with respect to any Collateral Asset to the extent used to pay for accrued interest on additional Collateral Assets) in additional Collateral Assets; provided that no Collateral Asset may be purchased unless each of the following conditions is satisfied as of the date such Collateral Asset is added to the Collateral: (i) such obligation is an Eligible Collateral Asset; (ii) upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets and to the application of the proceeds thereof, the Borrowing Base Test (Aggregate) is satisfied and, with respect to any Collateral Assets denominated in an Eligible Currency, the Borrowing Base Test (Currency) for such Eligible Currency is satisfied; (iii) upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets and to the application of the proceeds thereof, each Collateral Quality Test and Concentration Limitation is satisfied or, if it is not satisfied, maintained or improved; (iv) no Default or Event of Default is continuing or would result upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets, unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof; provided that, notwithstanding the foregoing, this clause (iv) shall not prohibit any purchase of a Collateral Asset the trade date of which was prior to the occurrence of a Default or Event of Default, and the settlement date of which is scheduled to occur on a date following such Default or Event of Default; (v) such Principal Proceeds shall be denominated in the same Eligible Currency (or converted to such Eligible Currency pursuant to Section 2.15(c)(iii)) as the Collateral Asset acquired; and (vi) on or prior to the Initial Conveyance Date (as defined in the Sale Agreement), the Lenders and the Administrative Agent shall have received a legal opinion (addressed to each of the Secured Parties) of counsel to the Borrower and the Equityholder, covering the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder (it being understood that the form of true sale opinion reviewed by the Administrative Agent prior to the Closing Date shall be deemed acceptable). The Borrower shall deliver to For the Administrative Agent avoidance of doubt, the requirements set forth in this Section 10.02(vi) will be satisfied for the Seller (with a copy to as defined in the Collateral AgentSale Agreement) by the true sale opinion delivered on the date of such purchase a Borrowing Base Calculation StatementClosing Date.

Purchase of Additional Collateral Assets. During the Reinvestment Period, the Collateral Manager on behalf of the Borrower may, if the conditions specified in this Section 10.02 and Section 10.05 are met (or waived by the Administrative Agent), invest Principal Proceeds (and accrued interest received with respect to any Collateral Asset to the extent used to pay for accrued interest on additional Collateral Assets) in additional Collateral Assets; provided that no Collateral Asset may be purchased unless each of the following conditions is satisfied as of the date such Collateral Asset is added to the Collateral: (i) such obligation is an Eligible Collateral Asset; (ii) upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets and to the application of the proceeds thereof, the Borrowing Base Test (Aggregate) is satisfied and, with respect to any USActive 59109857.10 Collateral Assets denominated in an Eligible Currency, the Borrowing Base Test (Currency) for such Eligible Currency is satisfied; (iii) upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets and to the application of the proceeds thereof, each Collateral Quality Test and Concentration Limitation is satisfied or, if it is not satisfied, maintained or improved; (iv) no Default or Event of Default is continuing or would result upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets, unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof; provided that, notwithstanding the foregoing, this clause (iv) shall not prohibit any purchase of a Collateral Asset the trade date of which was prior to the occurrence of a Default or Event of Default, and the settlement date of which is scheduled to occur on a date following such Default or Event of Default; (v) such Principal Proceeds shall be denominated in the same Eligible Currency (or converted to such Eligible Currency pursuant to Section 2.15(c)(iii)) as the Collateral Asset acquired; and (vi) on or prior to the Initial Conveyance Date (as defined in the Sale Agreement), the Lenders and the Administrative Agent shall have received a legal opinion (addressed to each of the Secured Parties) of counsel to the Borrower and the Equityholder, covering the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder (it being understood that the form of true sale opinion reviewed by the Administrative Agent prior to the Closing Date shall be deemed acceptable). For the avoidance of doubt, the requirements set forth in this Section 10.02(vi) will be satisfied for the Seller (as defined in the Sale Agreement) by the true sale opinion delivered on the Closing Date. The Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Agent) on the date of such purchase a Borrowing Base Calculation Statement.

Purchase of Additional Collateral Assets. During the Reinvestment Period, the Collateral Manager on behalf of the Borrower may, if the conditions specified in this Section 10.02 and Section 10.05 are met (or waived by the Administrative Agent), invest Principal Proceeds (and accrued interest received with respect to any Collateral Asset to the extent used to pay for accrued interest on additional Collateral Assets) in additional Collateral Assets; provided that no Collateral Asset may be purchased unless each of the following conditions is satisfied as of the date such Collateral Asset is added to the Collateral: (i) such obligation is an Eligible Collateral Asset; (ii) upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets and to the application of the proceeds thereof, the Borrowing Base Test (Aggregate) is satisfied and, with respect to any Collateral Assets denominated in an Eligible Currency, the Borrowing Base Test (Currency) for such Eligible Currency is satisfied; (iii) upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets and to the application of the proceeds thereof, each Collateral Quality Test and Concentration Limitation is satisfied or, if it is not satisfied, maintained or improved; (iv) no Default or Event of Default is continuing or would result upon giving effect thereto, to all other sales or purchases of Collateral Assets previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Assets, unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof; provided that, notwithstanding the foregoing, this clause (iv) shall not prohibit any purchase of a Collateral Asset the trade date of which was prior to the occurrence of a Default or Event of Default, and the settlement date of which is scheduled to occur on a date following such Default or Event of Default; (v) such Principal Proceeds shall be denominated in the same Eligible Currency (or converted to such Eligible Currency pursuant to Section 2.15(c)(iii)) as the Collateral Asset acquired; and (vi) on or prior to the Initial Conveyance Date (as defined in the Sale Agreement), the Lenders and the Administrative Agent shall have received a legal opinion (addressed to each of the Secured Parties) of counsel to the Borrower and the Equityholder, covering the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder (it being understood that the form of true sale opinion USActive 59109857.1659109857.18 reviewed by the Administrative Agent prior to the Closing Date shall be deemed acceptable). For the avoidance of doubt, the requirements set forth in this Section 10.02(vi) will be satisfied for the Seller (as defined in the Sale Agreement) by the true sale opinion delivered on the Closing Date. The Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Agent) on the date of such purchase a Borrowing Base Calculation Statement.