Requests for Collateral Loan Approval. (a) On or prior to the Closing Date, the Collateral Manager, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection Account, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase: (i) For each Collateral Loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each case, an “Approval Request”). (ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent. (iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List. (iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List. (v) During the Approved Asset Validity Period with respect to any Collateral Loan, the Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or any Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager on its behalf) prior to the effectiveness of such rescission, (B) any approval to purchase a Collateral Loan that the Borrower (or the Collateral Manager on the Borrower’s behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to any Collateral Loan, the period during which the approval to purchase such Collateral Loan is valid, commencing on and including the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) the date occurring ten (10) Business Days after the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period), if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
Appears in 3 contracts
Samples: Credit Agreement (HPS Corporate Lending Fund), Credit Agreement (HPS Corporate Lending Fund), Revolving Credit and Security Agreement (HPS Corporate Lending Fund)
Requests for Collateral Loan Approval. (a) On or prior to the Closing Date, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each case, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager Servicer on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager Servicer on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or any Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager Servicer in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior to the effectiveness of such rescission, (B) any approval to purchase a Collateral Loan that the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to any Collateral Loan, the period during which the approval to purchase such Collateral Loan is valid, commencing on and including the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) the date occurring ten (10) Business Days after the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period), if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Barings Private Credit Corp), Revolving Credit and Security Agreement (Barings Private Credit Corp)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Date, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the The Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or for any Collateral Loan on the Approved List, in either case, List at any time by notice to the Collateral Manager Servicer in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will of approval shall not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) ), prior to the effectiveness delivery of such rescission.
(vi) As early as commercially practicable, (B) any approval to purchase a Collateral Loan but no later than 12:00 p.m. New York City time on the Business Day following the day that the Borrower (or the Servicer on its behalf) purchases a Collateral Manager Loan on the Borrower’s behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) Approved List, the Borrower (or the Collateral Manager Servicer on the Borrower’s its behalf) shall not initiate any negotiations provide by electronic mail to purchase the Administrative Agent (with a copy to the Borrower and the Custodian) a copy of the Collateral Loan after it has received a notice of rescission Buy Confirmation.
(vii) With respect to Collateral Loans that are not on the Approved List, the Borrower (or the Servicer on behalf of the approval with respect thereto from Borrower) may send an Approval Request at any time to the Administrative Agent. As used hereinIf the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Business Day, “Approved Asset Validity Period” meansthe Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter (it being understood, with respect for the avoidance of doubt, that any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day); provided further that the Borrower shall have the ability to commit to purchase any Collateral Loan, Loan approved and added to the period during which Approved List pursuant to this clause (vii) without further approval by the approval Administrative Agent only if the Borrower commits to purchase such Collateral Loan is valid, commencing on and including within ten (10) Business Days from the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved approval by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) . On the date occurring ten (10) Business Days after the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period)any such approved Collateral Loan, if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
(viii) [Reserved.]
(ix) Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or Approved List, (B) determine which Collateral Loans are included in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to the delivery of such rescission, in which case, such Collateral Loan shall be deemed to remain approved until settlement of such purchase.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund), Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Datedate of purchase of any loan, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loanloan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During [Reserved.]
(vi) As early as commercially practicable, but no later than 12:00 p.m. New York City time on the Approved Asset Validity Period with respect to any Collateral Loan, Business Day following the Administrative Agent, in day that the Borrower (or the Servicer on its sole discretion, may rescind its approval of any Approval Request or any behalf) purchases a Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior shall provide by electronic mail to the effectiveness Administrative Agent (with a copy to the Borrower and the Collateral Agent) a copy of such rescission, (B) any approval to purchase a the Collateral Loan Buy Confirmation.
(vii) With respect to loans that are not on the Approved List, the Borrower (or the Collateral Manager Servicer on behalf of the Borrower’s behalf) so committed may send an Approval Request at any time to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to If the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Collateral LoanBusiness Day, the period during Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter (it being understood, for the avoidance of doubt, that (x) any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day and (y) any Approval Request as to which the Administrative Agent has not notified the Servicer and Borrower that it has approved such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter shall be deemed to have been rejected); provided further that the Borrower shall have the ability to commit to purchase any loan approved and added to the Approved List pursuant to this clause (vii) without further approval by the Administrative Agent only if the Borrower commits to purchase such Collateral Loan is valid, commencing on and including loan within ten (10) Business Days from the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved approval by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) . On the date occurring ten (10) Business Days after the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period)any such approved loan, if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
(viii) [Reserved.]
(ix) Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or any loan in the Asset List, (B) at any time, rescind the approval of any Approval Request or any loan in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to one hour after the delivery (via email) of such rescission; provided, further that the Servicer shall not initiate negotiations to acquire any proposed Collateral Loan on the Approved List after receipt of a notice of rescission in respect thereof.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund), Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Datedate of purchase of any loan, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loanloan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During [Reserved.]
(vi) As early as commercially practicable, but no later than 12:00 p.m. New York City time on the Approved Asset Validity Period with respect to any Collateral Loan, Business Day following the Administrative Agent, in day that the Borrower (or the Servicer on its sole discretion, may rescind its approval of any Approval Request or any behalf) purchases a Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior shall provide by electronic mail to the effectiveness Administrative Agent (with a copy to the Borrower and the Collateral Agent) a copy of such rescission, (B) any approval to purchase a the Collateral Loan Buy Confirmation.
(vii) With respect to loans that are not on the Approved List, the Borrower (or the Collateral Manager Servicer on behalf of the Borrower’s behalf) so committed may send an Approval Request at any time to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to If the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Collateral LoanBusiness Day, the period during Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter (it being understood, for the avoidance of doubt, that (x) any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day and (y) any Approval Request as to which the Administrative Agent has not notified the Servicer and Borrower that it has approved such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter shall be deemed to have been rejected); provided further that the Borrower shall have the ability to commit to purchase any loan approved and added to the Approved List pursuant to this clause (vii) without further approval by the Administrative Agent only if the Borrower commits to purchase such Collateral Loan is valid, commencing on and including loan within ten (10) Business Days from the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved approval by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) . On the date occurring ten (10) Business Days after the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period)any such approved loan, if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
(viii) At any time, the Servicer may request that a Collateral Loan of any Loan Class be re-designated as a Collateral Loan of a different Loan Class. The Administrative Agent, in its sole discretion, shall approve or reject the Servicer’s request for the re-designation of such Collateral Loan.
(ix) Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or any loan in the Asset List, (B) at any time, rescind the approval of any Approval Request or any loan in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to one hour after the delivery (via email) of such rescission; provided, further that the Servicer shall not initiate negotiations to acquire any proposed Collateral Loan on the Approved List after receipt of a notice of rescission in respect thereof.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Date, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the The Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or for any Collateral Loan on the Approved List, in either case, List at any time by notice to the Collateral Manager Servicer in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will of approval shall not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) ), prior to the effectiveness delivery of such rescission.
(vi) As early as commercially practicable, (B) any approval to purchase a Collateral Loan but no later than 12:00 p.m. New York City time on the Business Day following the day that the Borrower (or the Servicer USActive 53861575.5 -55- on its behalf) purchases a Collateral Manager Loan on the Borrower’s behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) Approved List, the Borrower (or the Collateral Manager Servicer on the Borrower’s its behalf) shall not initiate any negotiations provide by electronic mail to purchase the Administrative Agent (with a copy to the Borrower and the Custodian) a copy of the Collateral Loan after it has received a notice of rescission Buy Confirmation.
(vii) With respect to Collateral Loans that are not on the Approved List, the Borrower (or the Servicer on behalf of the approval with respect thereto from Borrower) may send an Approval Request at any time to the Administrative Agent. As used hereinIf the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Business Day, “Approved Asset Validity Period” meansthe Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter (it being understood, with respect for the avoidance of doubt, that any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day); provided further that the Borrower shall have the ability to commit to purchase any Collateral Loan, Loan approved and added to the period during which Approved List pursuant to this clause (vii) without further approval by the approval Administrative Agent only if the Borrower commits to purchase such Collateral Loan is valid, commencing on and including within ten (10) Business Days from the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved approval by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) . On the date occurring ten (10) Business Days after the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period)any such approved Collateral Loan, if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
(viii) [Reserved.]
(ix) Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or Approved List, (B) determine which Collateral Loans are included in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to the delivery of such rescission, in which case, such Collateral Loan shall be deemed to remain approved until settlement of such purchase.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Requests for Collateral Loan Approval. (a) On or prior to the Closing Date, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each case, an “Approval Request”).. USActive 56468589.1056468589.17
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager Servicer on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager Servicer on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or any Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager Servicer in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior to the effectiveness of such rescission, (B) any approval to purchase a Collateral Loan that the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to any Collateral Loan, the period during which the approval to purchase such Collateral Loan is valid, commencing on and including the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (vviii) (giving effect to the eight (8) business hour grace period), and (z) the date occurring ten (10) Business Days after the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period), if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone Private Credit Fund)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Datedate of purchase of any loan, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loanloan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During [Reserved.]
(vi) As early as commercially practicable, but no later than 12:00 p.m. New York City time on the Approved Asset Validity Period with respect to any Collateral Loan, Business Day following the Administrative Agent, in day that the Borrower (or the Servicer on its sole discretion, may rescind its approval of any Approval Request or any behalf) purchases a Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior shall provide by electronic mail to the effectiveness Administrative Agent (with a copy to the Borrower and the Collateral Agent) a copy of such rescission, (B) any approval to purchase a the Collateral Loan Buy Confirmation.
(vii) With respect to loans that are not on the Approved List, the Borrower (or the Collateral Manager Servicer on behalf of the Borrower’s behalf) so committed may send an Approval Request at any time to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to If the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Collateral LoanBusiness Day, the period during which Administrative Agent shall use commercially reasonable efforts to notify the approval to purchase Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Collateral Loan is valid, commencing on and including the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) the date occurring ten (10) Business Days after the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period), if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.12:00
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Datedate of purchase of any loan, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loanloan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During [Reserved.]
(vi) As early as commercially practicable, but no later than 2:00 p.m. New York City time on the Approved Asset Validity Period with respect to any Collateral Loan, Business Day following the Administrative Agent, in day that the Borrower (or the Servicer on its sole discretion, may rescind its approval of any Approval Request or any behalf) purchases a Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior shall provide by electronic mail to the effectiveness Administrative Agent (with a copy to the Borrower and the Collateral Agent) a copy of such rescission, (B) any approval to purchase a the Collateral Loan Buy Confirmation.
(vii) With respect to loans that are not on the Approved List, the Borrower (or the Collateral Manager Servicer on behalf of the Borrower’s behalf) so committed may send an Approval Request at any time to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to If the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Collateral LoanBusiness Day, the period during Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter (it being understood, for the avoidance of doubt, that (x) any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day and (y) any Approval Request as to which the Administrative Agent has not notified the Servicer and Borrower that it has approved such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter shall be deemed to have been rejected); provided further that the Borrower shall have the ability to commit to purchase any loan approved and added to the Approved List pursuant to this clause (vii) without further approval by the Administrative Agent only if the Borrower commits to purchase such Collateral Loan is valid, commencing on and including loan within ten (10) Business Days from the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved approval by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) . On the date occurring ten (10) Business Days after the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period)any such approved loan, if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
(viii) [Reserved.]
(ix) Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or any loan in the Asset List, (B) at any time, rescind the approval of any Approval Request or any loan in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to one hour after the delivery (via email) of such rescission; provided, further that the Servicer shall not initiate negotiations to acquire any proposed Collateral Loan on the Approved List after receipt of a notice of rescission in respect thereof.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Ares Capital Corp)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Date, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the The Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or for any Collateral Loan on the Approved List, in either case, List at any time by notice to the Collateral Manager Servicer in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will of approval shall not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) ), prior to the effectiveness delivery of such rescission.
(vi) As early as commercially practicable, (B) any approval to purchase a Collateral Loan but no later than 12:00 p.m. New York City time on the Business Day following the day that the Borrower (or the Servicer on its behalf) purchases a Collateral Manager Loan on the Borrower’s behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) Approved List, the Borrower (or the Collateral Manager Servicer on the Borrower’s its behalf) shall not initiate any negotiations provide by electronic mail to purchase the Administrative Agent (with a copy to the Borrower and the Custodian) a copy of the Collateral Loan after it has received a notice of rescission Buy Confirmation.
(vii) With respect to Collateral Loans that are not on the Approved List, the Borrower (or the Servicer on behalf of the approval with respect thereto from Borrower) may send an Approval Request at any time to the Administrative Agent. As used hereinIf the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Business Day, “Approved Asset Validity Period” meansthe Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval -52- Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter (it being understood, with respect for the avoidance of doubt, that any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day); provided further that the Borrower shall have the ability to commit to purchase any Collateral Loan, Loan approved and added to the period during which Approved List pursuant to this clause (vii) without further approval by the approval Administrative Agent only if the Borrower commits to purchase such Collateral Loan is valid, commencing on and including within ten (10) Business Days from the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved approval by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) . On the date occurring ten (10) Business Days after the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period)any such approved Collateral Loan, if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
(viii) [Reserved.]
(ix) Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or Approved List, (B) determine which Collateral Loans are included in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to the delivery of such rescission, in which case, such Collateral Loan shall be deemed to remain approved until settlement of such purchase.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund)
Requests for Collateral Loan Approval. (a) On or prior to the Closing Date, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each case, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager Servicer on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager Servicer on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or any Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager Servicer in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior to the effectiveness of such rescission, (B) any approval to purchase a Collateral Loan that the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to any Collateral Loan, the period during which the approval to purchase such Collateral Loan is valid, commencing on and including the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (vviii) (giving effect to the eight (8) business hour grace period), and (z) the date occurring ten (10) Business Days after the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period), if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone Private Credit Fund)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Date, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or USActive 51774144.2053776213.6-53- commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the The Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or for any Collateral Loan on the Approved List, in either case, List at any time by notice to the Collateral Manager Servicer in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will of approval shall not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) ), prior to the effectiveness delivery of such rescission.
(vi) As early as commercially practicable, (B) any approval to purchase a Collateral Loan but no later than 12:00 p.m. New York City time on the Business Day following the day that the Borrower (or the Servicer on its behalf) purchases a Collateral Manager Loan on the Borrower’s behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) Approved List, the Borrower (or the Collateral Manager Servicer on the Borrower’s its behalf) shall not initiate any negotiations provide by electronic mail to purchase the Administrative Agent (with a copy to the Borrower and the Custodian) a copy of the Collateral Loan after it has received a notice of rescission Buy Confirmation.
(vii) With respect to Collateral Loans that are not on the Approved List, the Borrower (or the Servicer on behalf of the approval with respect thereto from Borrower) may send an Approval Request at any time to the Administrative Agent. As used hereinIf the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Business Day, “Approved Asset Validity Period” meansthe Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter (it being understood, with respect for the avoidance of doubt, that any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day); provided further that the Borrower shall have the ability to commit to purchase any Collateral Loan, Loan approved and added to the period during which Approved List pursuant to this clause (vii) without further approval by the approval Administrative Agent only if the Borrower commits to purchase such Collateral Loan is valid, commencing on and including within ten (10) Business Days from the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved approval by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) . On the date occurring ten (10) Business Days after the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period)any such approved Collateral Loan, if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
(viii) [Reserved.]
(ix) Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or Approved List, (B) determine which Collateral Loans are included in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any USActive 51774144.2053776213.6-54- rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to the delivery of such rescission, in which case, such Collateral Loan shall be deemed to remain approved until settlement of such purchase.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Requests for Collateral Loan Approval. (a) On or prior The Borrower may use Advances, Principal Proceeds and any funds on deposit in the Principal Collection Subaccount to purchase Collateral Loans that, at the Closing Date, time the Collateral Manager, Investment Advisor on behalf of the BorrowerBorrower enters into a binding commitment to purchase any such Collateral Loan, shall provide to are approved by the Administrative Agent for purchase in accordance with this Section 2.02 (with a copy to the Borrower) a list of at any time, each Collateral Loans (the “Asset List”) Loan that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection Account, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager on its behalf) and then-approved by the Administrative Agent shall adhere to for purchase by the following procedures in requesting Borrower, constitutes an “Approved Collateral Loan”; and approving the Approved Collateral Loans for purchase:at any point in time, collectively comprise the “Approved List” at such time, a current record of which will be maintained by the Administrative Agent).
(i) For each The initial list of potential Collateral Loan on Loans that comprise the Asset Approved List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount as of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each case, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower Closing Date is attached hereto as Schedule 9 (such list, the “Initial Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent; provided, that notwithstanding anything to the contrary herein, with respect to the Initial Approved List delivered to the Administrative Agent on or prior to the Closing Date, the Administrative Agent’s approval thereof shall be subject to the Administrative Agent’s determination on the Closing Date that no material change in the credit quality of the loans included in the Asset List has occurred since the Borrower presented such loans to the Administrative Agent for approval.
(iiiii) Subject The Borrower or the Investment Advisor, on behalf of the Borrower, may from time to paragraphs time (iv), (vbut not more frequently than weekly) and (ix) of this Section 2.02(a), from the time provide the Administrative Agent has (with a copy to the Borrower) a list of one or more potential Collateral Loans that the Investment Advisor is requesting approval to purchase on behalf of the Borrower (each, an “Asset List”), which may include requests for the Administrative Agent to re-approve Approved Collateral Loans; provided that once a Collateral Loan becomes an Ineligible Collateral Loan, is sold, purchased or made, such Collateral Loan shall automatically be removed from the Approved List at such time. For each Collateral Loan on any Asset List, the Borrower (or the Collateral Manager Investment Advisor on its behalf) shall have provide (by electronic mail) the ability information listed in Exhibit I with respect to purchase or commit each Collateral Loan comprising such Asset List (which information must include the amount of the Advance to be requested in order to settle the related purchase and purchase the Borrower that may acquire such Collateral Loan, provided that the amount of the Advance may be updated in the related Notice of Borrowing to be delivered by the Borrower pursuant to Section 2.03(a)) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Asset List, in each case, an “Approval Request”).
(iii) If the Administrative Agent receives an Approval Request by 2:00 p.m. New York City time on any Business Day, the Administrative Agent shall use commercially reasonable efforts to notify the Investment Advisor and Borrower in writing (including via electronic mail) by 2:00 p.m. New York City time on or prior to the third Business Day thereafter whether it has approved or rejected such Approval Request (it being understood, for the avoidance of doubt, that any Approval Request received by the Administrative Agent after 2:00 p.m. New York City time on any Business Day is deemed to have been received on the following Business Day); provided that if the Administrative Agent does not notify the Investment Advisor and the Borrower that it has approved an initial Approval Request related to purchase of a new Collateral Loan by 2:00 p.m. New York City time on or prior to the third Business Day following the effective date of such Approval Request, such Approval Request will be deemed to be rejected.
(iv) The Borrower (or the Investment Advisor on behalf of the Borrower) may commit to purchase any Approved List Collateral Loan without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative AgentAgent (or fifteen (15) Business Days from the Closing Date in the case of the Initial Approved List), unless such Collateral Loan has been otherwise removed from the Approved List in accordance with paragraph (v) of this Section 2.2(a). On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral LoanLoan (or fifteen (15) Business Days from the Closing Date in the case of the Initial Approved List), if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(ivv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the Administrative Agent, in its sole discretiondiscretion in the event the Administrative Agent or the Investment Advisor obtains knowledge of additional adverse information relating to such Approved Collateral Loan or the related Obligor which could reasonably expected to have a material and adverse effect on the creditworthiness of such Obligor with respect to such Approved Collateral Loan, may rescind its approval of any Approval Request or for any Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager Investment Advisor (with a copy to the Borrower) in writing, which rescission will be effective only on a Business Day after eight twelve (8) business 12) hours on such day following delivery of such notice of rescission; provided, that (A) no such rescission will not invalidate any written or oral commitment of approval may be made within ten (10) Business Days (or, solely in the case of Collateral Loans on the Initial Approved List, fifteen (15) Business Days) after the date of approval of such Approved Collateral Loan, in each case, unless the Administrative Agent determines that a material change in the credit quality of the related loan has occurred since the Borrower presented such loan to purchase a Collateral Loan entered into or confirmed by the Administrative Agent for approval. The Borrower (or the Collateral Manager Investment Advisor on its behalf) prior may request the removal of any Collateral Loan from the Approved List at any time, by notice to the effectiveness of such rescissionAdministrative Agent.
(vi) As early as commercially practicable, (B) any approval to purchase but no later than 5:00 p.m. New York City time on the Business Day following the day that a Collateral Loan that the Borrower (or the Collateral Manager Investment Advisor on the Borrower’s its behalf) so committed to purchase prior to the effectiveness of purchases an Approved Collateral Loan, such rescission will remain valid and (C) the Borrower (or the Collateral Manager Investment Advisor on the Borrower’s its behalf) shall not initiate any negotiations provide by electronic mail to purchase the Administrative Agent (with a copy to the Borrower, the Collateral Administrator and the Custodian) a copy of the Collateral Loan after it has received a notice of rescission of Buy Confirmation.
(vii) Notwithstanding anything in this Agreement to the approval with respect thereto from the Administrative Agent. As used hereincontrary, “Approved Asset Validity Period” means, with respect but subject to any Collateral Loan, the period during which the approval to purchase such Collateral Loan is valid, commencing on and including the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iiiv) of this Section 2.02(a), the Administrative Agent has the right, acting in its sole and absolute discretion, to (yA) approve or reject any Approval Request or Approved List, (B) determine which Collateral Loans comprise the effective time of a notice of rescission Approved List in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period)Section 2.02, and (zC) request additional information reasonably available to the date occurring ten (10) Business Days after the date (1) such Borrower regarding any proposed Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period), if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved ListLoan.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Fidelity Private Credit Fund)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Date, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) i. For each Collateral Loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) . The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from . From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) . The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the v. The Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or for any Collateral Loan on the Approved List, in either case, List at any time by notice to the Collateral Manager Servicer in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will of approval shall not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) ), prior to the effectiveness delivery of such rescission.
vi. As early as commercially practicable, (B) any approval to purchase a Collateral Loan but no later than 12:00 p.m. New York City time on the Business Day following the day that the Borrower (or the Servicer on its behalf) purchases a Collateral Manager Loan on the Borrower’s behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) Approved List, the Borrower (or the Collateral Manager Servicer on the Borrower’s its behalf) shall not initiate any negotiations provide by electronic mail to purchase the Administrative Agent (with a copy to the Borrower and the Custodian) a copy of the Collateral Loan after it has received a notice of rescission Buy Confirmation.
vii. With respect to Collateral Loans that are not on the Approved List, the Borrower (or the Servicer on behalf of the approval with respect thereto from Borrower) may send an Approval Request at any time to the Administrative Agent. As used hereinIf the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Business Day, “Approved Asset Validity Period” meansthe Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter (it being understood, with respect for the avoidance of doubt, that any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day); provided further that the Borrower shall have the ability to commit to purchase any Collateral Loan, Loan approved and added to the period during which Approved List pursuant to this clause (vii) without further approval by the approval Administrative Agent only if the Borrower commits to purchase such Collateral Loan is valid, commencing on and including within ten (10) Business Days from the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved approval by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) . On the date occurring ten (10) Business Days after the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period)any such approved Collateral Loan, if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
viii. [Reserved.]
ix. Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or Approved List, (B) determine which Collateral Loans are included in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to the delivery of such rescission, in which case, such Collateral Loan shall be deemed to remain approved until settlement of such purchase.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Datedate of purchase of any loan, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan loan within ten (10) Business Days of approval by the Administrative AgentAgent (or such longer time approved by the Administrative Agent in its sole discretion). On the date occurring ten (10) Business Days after the date of approval by the Administrative AgentAgent (or such longer time approved by the Administrative Agent in its sole discretion), any approved Collateral Loanloan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During [Reserved.]
(vi) As early as commercially practicable, but no later than 12:00 p.m. New York City time on the Approved Asset Validity Period with respect to any Collateral Loan, Business Day following the Administrative Agent, in day that the Borrower (or the Servicer on its sole discretion, may rescind its approval of any Approval Request or any behalf) purchases a Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior shall provide by electronic mail to the effectiveness Administrative Agent (with a copy to the Borrower and the Collateral Agent) a copy of such rescission, (B) any approval to purchase a the Collateral Loan Buy Confirmation.
(vii) With respect to loans that are not on the Approved List, the Borrower (or the Collateral Manager Servicer on behalf of the Borrower’s behalf) so committed may send an Approval Request at any time to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to If the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Collateral LoanBusiness Day, the period during which Administrative Agent shall use commercially reasonable efforts to notify the approval to purchase Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Collateral Loan is valid, commencing on and including the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) the date occurring ten (10) Business Days after the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period), if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.12:00
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Datedate of purchase of any loan, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan loan within ten (10) Business Days of approval by the Administrative AgentAgent (or such longer period consented to by the Administrative Agent in its sole discretion). On the date occurring ten (10) Business Days after the date of approval by the Administrative AgentAgent (or such longer period consented to by the Administrative Agent in its sole discretion), any approved Collateral Loanloan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During [Reserved]
(vi) As early as commercially practicable, but no later than 12:00 p.m. New York City time on the Approved Asset Validity Period with respect to any Collateral Loan, Business Day following the Administrative Agent, in day that the Borrower (or the Servicer on its sole discretion, may rescind its approval of any Approval Request or any behalf) purchases a Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior shall provide by electronic mail to the effectiveness Administrative Agent (with a copy to the Borrower and the Collateral Agent) a copy of such rescission, (B) any approval to purchase a the Collateral Loan Buy Confirmation.
(vii) With respect to loans that are not on the Approved List, the Borrower (or the Collateral Manager Servicer on behalf of the Borrower’s behalf) so committed may send an Approval Request at any time to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to If the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Collateral LoanBusiness Day, the period during Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter (it being understood, for the avoidance of doubt, that (x) any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day and (y) any Approval Request as to which the Administrative Agent has not notified the Servicer and Borrower that it has approved such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter shall be deemed to have been rejected); provided further that the Borrower shall have the ability to commit to purchase any loan approved and added to the Approved List pursuant to this clause (vii) without further approval by the Administrative Agent only if the Borrower commits to purchase such Collateral Loan is valid, commencing on and including loan within ten (10) Business Days (or such longer period consented to by the Administrative Agent in its sole discretion) from the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved approval by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) . On the date occurring ten (10) Business Days (or such longer period consented to by the Administrative Agent in its sole discretion) after the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period)any such approved loan, if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.[Reserved]
(viii) [Reserved]
(ix) Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to
(A) approve or reject any Approval Request or any loan in the Asset List, (B) at any time, rescind the approval of any Approval Request or any loan in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the -70- Servicer on its behalf) prior to one hour after the delivery (via email) of such rescission; provided, further that the Servicer shall not initiate negotiations to acquire any proposed Collateral Loan on the Approved List after receipt of a notice of rescission in respect thereof.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Requests for Collateral Loan Approval. (a) On or prior to the Closing Date, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection Trust Account, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each case, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs clauses (iv), (v) and (ix) of this Section 2.02(a), from the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager Servicer on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager Servicer on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or any Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager Servicer in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior to the effectiveness of such rescission, (B) any approval to purchase a Collateral Loan that the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to any Collateral Loan, the period during which the approval to purchase such Collateral Loan is valid, commencing on and including the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph clause (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph clause (v) (giving effect to the eight (8) business hour grace period), and (z) the date occurring ten (10) Business Days after the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period), if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
Appears in 1 contract
Samples: Credit Agreement (T. Rowe Price OHA Select Private Credit Fund)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Date, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the The Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or for any Collateral Loan on the Approved List, in either case, List at any time by notice to the Collateral Manager Servicer in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will of approval shall not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) ), prior to the effectiveness delivery of such rescission.
(vi) As early as commercially practicable, (B) any approval to purchase a Collateral Loan but no later than 12:00 p.m. New York City time on the Business Day following the day that the Borrower (or the Servicer on its behalf) purchases a Collateral Manager Loan on the Borrower’s behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) Approved List, the Borrower (or the Collateral Manager Servicer on the Borrower’s its behalf) shall not initiate any negotiations provide by electronic mail to purchase the Administrative Agent (with a copy to the Borrower and the Custodian) a copy of the Collateral Loan after it has received a notice of rescission Buy Confirmation.
(vii) With respect to Collateral Loans that are not on the Approved List, the Borrower (or the Servicer on behalf of the approval with respect thereto from Borrower) may send an Approval Request at any time to the Administrative Agent. As used hereinIf the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Business Day, “Approved Asset Validity Period” meansthe Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter (it being understood, with respect for the avoidance of doubt, that any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day); provided further that the Borrower shall have the ability to commit to purchase any Collateral Loan, Loan approved and added to the period during which Approved List pursuant to this clause (vii) without further approval by the approval Administrative Agent only if the Borrower commits to purchase such Collateral Loan is valid, commencing on and including within ten (10) Business Days from the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved approval by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) . On the date occurring ten (10) Business Days after -53- the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period)any such approved Collateral Loan, if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
(viii) [Reserved.]
(ix) Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or Approved List, (B) determine which Collateral Loans are included in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to the delivery of such rescission, in which case, such Collateral Loan shall be deemed to remain approved until settlement of such purchase.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund)
Requests for Collateral Loan Approval. (a) On or prior The Borrower may use Advances, Principal Proceeds and any funds on deposit in the Principal Collection Account to purchase Collateral Loans that, at the time the Servicer on behalf of the Borrower enters into a binding commitment to purchase any such Collateral Loan, are approved by the Administrative Agent for purchase in accordance with this Section 2.02 (at any time, each Collateral Loan that is then-approved by the Administrative Agent for purchase by the Borrower, constitutes an “Approved Collateral Loan”; and the Approved Collateral Loans at any point in time, collectively comprise the “Approved List” at such time, a current record of which will be maintained by the Administrative Agent).
(i) The initial list of potential Collateral Loans that comprise the Approved List as of the Closing DateDate is attached hereto as Schedule 9 (the “Initial Approved List”), which Approved List may be updated from time to time after the Collateral ManagerClosing Date by the Borrower with the consent of the Administrative Agent.
(ii) The Servicer, on behalf of the Borrower, shall may from time to time provide to the Administrative Agent (with a copy to the Borrower) a list of one or more potential Collateral Loans that the Servicer is requesting approval to purchase on behalf of the Borrower (the each, an “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection Account, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02). The Borrower (or the Collateral Manager on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan on the any Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) belowList, the Borrower (or the Collateral Manager Servicer on its behalf) may shall provide a notice (by electronic mail that contains mail) the information listed in Exhibit I with respect to each Collateral Loan comprising such Asset List (which information shall must include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each case, an “Approval Request”).
(iiiii) The initial Asset List which If the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Business Day, the Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) by 12:00 p.m. New York City time on or prior to the second Business Day thereafter whether it has approved or rejected such Approval Request (it being understood, for purchase the avoidance of doubt, that any Approval Request received by the Borrower Administrative Agent after 12:00 p.m. New York City time on any Business Day is attached hereto as Schedule 9 (such list, deemed to have been received on the “Approved List”following Business Day), which Approved List may be updated from time to time after ; provided that if the Closing Date by Administrative Agent does not notify the Servicer and the Borrower with that it has approved such Approval Request by 12:00 p.m. New York City time on or prior to the consent second Business Day following the effective date of the Administrative Agentsuch Approval Request, such Approval Request will be deemed to be rejected.
(iiiiv) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from the time the Administrative Agent has provided the Approved List, the The Borrower (or the Collateral Manager Servicer on its behalfbehalf of the Borrower) shall have the ability to purchase or may commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative AgentAgent (or from the Closing Date in the case of the Initial Approved List), unless such Collateral Loan has been otherwise removed from the Approved List in accordance with paragraph (v) of this Section 2.2(a). On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(ivv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or for any Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager Servicer (with a copy to the Borrower) in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) any such rescission of approval will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior to the effectiveness delivery of such rescission, notice of rescission or the Lenders’ obligation to make any Advance with respect to such committed purchase. The Borrower (Bor the Servicer on behalf of the Borrower) may request the removal of any approval to purchase a Collateral Loan from the Approved List at any time, by notice to the Administrative Agent.
(vi) As early as commercially practicable, but no later than 12:00 p.m. New York City time on the Business Day following the day that the Borrower (or the Collateral Manager Servicer on the Borrower’s its behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) purchases an Approved Collateral Loan, the Borrower (or the Collateral Manager Servicer on the Borrower’s its behalf) shall not initiate any negotiations provide by electronic mail to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, Agent (with respect a copy to any Collateral Loan, the period during which the approval to purchase such Collateral Loan is valid, commencing on and including the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) the date occurring ten (10) Business Days after the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period), if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Administrator and the Custodian) a copy of the Collateral Loan will cease Buy Confirmation.
(vii) Notwithstanding anything in this Agreement to be valid andthe contrary, if applicablethe Administrative Agent has the right, such acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or Approved List, (B) determine which Collateral Loan will be deemed to be removed from Loans comprise the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (OFS Capital Corp)
Requests for Collateral Loan Approval. (a) On or prior Prior to the Closing Datedate of purchase of any loan, the Collateral ManagerServicer, on behalf of the Borrower, shall provide to the Administrative Agent (with a copy to the Borrower) a list of Collateral Loans loans (the “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection AccountSubaccount, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02. The Borrower (or the Collateral Manager Servicer on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:: USActive 54953942.1755479929.4-59-
(i) i. For each Collateral Loan loan on the Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) below, the Borrower (or the Collateral Manager Servicer on its behalf) may provide a notice by electronic mail that contains the information listed in Exhibit I with respect to each Collateral Loan loan (which information shall include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each casetherewith, an “Approval Request”).
(ii) . The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from . From the time the Administrative Agent has provided the Approved List, the Borrower (or the Collateral Manager on its behalf) shall have the ability to purchase or commit to purchase and purchase any Collateral Loan loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan loan within ten (10) Business Days of approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loanloan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(iv) . The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
v. [Reserved.]
vi. As early as commercially practicable, but no later than 2:00 p.m. New York City time on the Business Day following the day that the Borrower (vor the Servicer on its behalf) During the Approved Asset Validity Period with respect to any Collateral Loan, the Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or any purchases a Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) such rescission will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior shall provide by electronic mail to the effectiveness Administrative Agent (with a copy to the Borrower and the Collateral Agent) a copy of such rescission, (B) any approval to purchase a the Collateral Loan Buy Confirmation.
vii. With respect to loans that are not on the Approved List, the Borrower (or the Collateral Manager Servicer on behalf of the Borrower’s behalf) so committed may send an Approval Request at any time to purchase prior to the effectiveness of such rescission will remain valid and (C) the Borrower (or the Collateral Manager on the Borrower’s behalf) shall not initiate any negotiations to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, with respect to If the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Collateral LoanBusiness Day, the period during Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter (it being understood, for the avoidance of doubt, that (x) any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day and (y) any Approval Request as to which the Administrative Agent has not notified the Servicer and Borrower that it has approved such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter shall be deemed to have been rejected); USActive 54953942.1755479929.4-60- provided further that the Borrower shall have the ability to commit to purchase any loan approved and added to the Approved List pursuant to this clause (vii) without further approval by the Administrative Agent only if the Borrower commits to purchase such Collateral Loan is valid, commencing on and including loan within ten (10) Business Days from the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved approval by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) . On the date occurring ten (10) Business Days after the date (1) of such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period)any such approved loan, if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Loan will cease to be valid and, if applicable, such Collateral Loan will be deemed to be removed from the Approved List.
viii. [Reserved.]
ix. Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or any loan in the Asset List, (B) at any time, rescind the approval of any Approval Request or any loan in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to one hour after the delivery (via email) of such rescission; provided, further that the Servicer shall not initiate negotiations to acquire any proposed Collateral Loan on the Approved List after receipt of a notice of rescission in respect thereof.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Ares Capital Corp)
Requests for Collateral Loan Approval. The Borrower may use Advances, Principal Proceeds and any funds on deposit in the Principal Collection Account to purchase Collateral Loans that, at the time the Servicer on behalf of the Borrower enters into a binding commitment to purchase any such Collateral Loan, are approved by the Administrative Agent for purchase in accordance with this Section 2.02 (aat any time, each Collateral Loan that is then-approved by the Administrative Agent for purchase by the Borrower, constitutes an “Approved Collateral Loan”; and the Approved Collateral Loans at any point in time, collectively comprise the “Approved List” at such time, a current record of which will be maintained by the Administrative Agent).
(i) On or prior to The initial list of potential Collateral Loans that comprise the Approved List as of the Closing DateDate is attached hereto as Schedule 9 (the “Initial Approved List”), which Approved List may be updated from time to time after the Collateral ManagerClosing Date by the Borrower with the consent of the Administrative Agent.
(ii) The Servicer, on behalf of the Borrower, shall may from time to time provide to the Administrative Agent (with a copy to the Borrower) a list of one or more potential Collateral Loans that the Servicer is requesting approval to purchase on behalf of the Borrower (the each, an “Asset List”) that the Borrower is requesting be included in the Approved List (as defined below) and which, subject to such inclusion, may be purchased with, if applicable, funds held in the Principal Collection Account, the proceeds of Advances or Principal Proceeds pursuant to Section 10.02). The Borrower (or the Collateral Manager on its behalf) and the Administrative Agent shall adhere to the following procedures in requesting and approving Collateral Loans for purchase:
(i) For each Collateral Loan on the any Asset List sent to the Administrative Agent pursuant to clause (ii) or (iv) below or for any single Approval Request pursuant to clause (vii) belowList, the Borrower (or the Collateral Manager Servicer on its behalf) may shall provide a notice (by electronic mail that contains mail) the information listed in Exhibit I with respect to each Collateral Loan comprising such Asset List (which information shall must include the amount of the Advance to be requested in order to settle the related purchase) (together with any attachments required in connection therewith and copies of any Related Documents related to such Collateral Loan on the Approved List, in each case, an “Approval Request”).
(ii) The initial Asset List which the Administrative Agent has approved for purchase by the Borrower is attached hereto as Schedule 9 (such list, the “Approved List”), which Approved List may be updated from time to time after the Closing Date by the Borrower with the consent of the Administrative Agent.. USActive 53852035.1153852035.14.docx -57-
(iii) Subject to paragraphs (iv), (v) and (ix) of this Section 2.02(a), from the time If the Administrative Agent has provided the Approved Listreceives an Approval Request by 12:00 p.m. New York City time on any Business Day, the Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) by 12:00 p.m. New York City time on or prior to the second Business Day thereafter whether it has approved or rejected such Approval Request (it being understood, for the avoidance of doubt, that any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day is deemed to have been received on the following Business Day); provided that if the Administrative Agent does not notify the Servicer and the Borrower that it has approved such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day following the effective date of such Approval Request, such Approval Request will be deemed to be rejected.
(iv) The Borrower (or the Collateral Manager Servicer on its behalfbehalf of the Borrower) shall have the ability to purchase or may commit to purchase and purchase any Collateral Loan on the Approved List without further approval by the Administrative Agent only if the Borrower purchases or commits to purchase such Collateral Loan within ten (10) Business Days of approval by the Administrative AgentAgent (or from the Closing Date in the case of the Initial Approved List), unless such Collateral Loan has been otherwise removed from the Approved List in accordance with paragraph (v) of this Section 2.2(a). On the date occurring ten (10) Business Days after the date of approval by the Administrative Agent, any approved Collateral Loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(ivv) The Borrower (or the Collateral Manager on its behalf) shall have the ability to request (A) an addition to the Approved List by undertaking similar procedure to clause (vii) below, or (B) a removal from the Approved List.
(v) During the Approved Asset Validity Period with respect to any Collateral Loan, the Administrative Agent, in its sole discretion, may rescind its approval of any Approval Request or for any Collateral Loan on the Approved List, in either case, at any time by notice to the Collateral Manager Servicer (with a copy to the Borrower) in writing, which rescission will be effective only on a Business Day after eight (8) business hours on such day following delivery of such notice of rescission; provided, that (A) any such rescission of approval will not invalidate any written or oral commitment to purchase a Collateral Loan entered into or confirmed by the Borrower (or the Collateral Manager Servicer on its behalf) prior to the effectiveness delivery of such rescission, notice of rescission or the Lenders’ obligation to make any Advance with respect to such committed purchase. The Borrower (Bor the Servicer on behalf of the Borrower) may request the removal of any approval to purchase a Collateral Loan from the Approved List at any time, by notice to the Administrative Agent.
(vi) As early as commercially practicable, but no later than 12:00 p.m. New York City time on the Business Day following the day that the Borrower (or the Collateral Manager Servicer on the Borrower’s its behalf) so committed to purchase prior to the effectiveness of such rescission will remain valid and (C) purchases an Approved Collateral Loan, the Borrower (or the Collateral Manager Servicer on the Borrower’s its behalf) shall not initiate any negotiations provide by electronic mail to purchase a Collateral Loan after it has received a notice of rescission of the approval with respect thereto from the Administrative Agent. As used herein, “Approved Asset Validity Period” means, Agent (with respect a copy to any Collateral Loan, the period during which the approval to purchase such Collateral Loan is valid, commencing on and including the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent, and ending, in either case, on the earliest to occur of (x) the date such Collateral Loan is removed from the Approved List in accordance with paragraph (iii) of this Section 2.02(a), (y) the effective time of a notice of rescission in accordance with this paragraph (v) (giving effect to the eight (8) business hour grace period), and (z) the date occurring ten (10) Business Days after the date (1) such Collateral Loan is included on the Approved List or (2) on which the Approval Request with respect to such Collateral Loan is approved by the Administrative Agent. Following the expiration of the Approved Asset Validity Period with respect to a Collateral Loan (and, in the case of a rescission of approval by the Administrative Agent, the eight (8) business hour grace period), if such Collateral Loan has not been purchased or committed to be purchased by the Borrower, the approval to purchase such Collateral Administrator and the Custodian) a copy of the Collateral Loan will cease Buy Confirmation.
(vii) Notwithstanding anything in this Agreement to be valid andthe contrary, if applicablethe Administrative Agent has the right, such acting in its sole and absolute discretion, to (A) approve or reject any Approval Request or Approved List, (B) determine which Collateral Loan will be deemed to be removed from Loans comprise the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (OFS Capital Corp)