Special Provisions Applicable to CP Conduits. Each of the parties hereby covenants and agrees that: (a) It shall not institute against, or encourage, cooperate with or join any other Person in instituting against, any CP Conduit any bankruptcy, examination, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under bankruptcy or similar law until at least one year and one day after the latest maturing commercial paper notes issued by (x) any limited purpose entity providing funding to any CP Conduit or (y) such CP Conduit, is paid in full. (b) It waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement. (c) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, the Commitment of any CP Conduit and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit. (d) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, no CP Conduit shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper to refinance all of such CP Conduit’s outstanding commercial paper (assuming such outstanding commercial paper matured at such time) in accordance with the program documents governing its commercial paper program or (ii) all of the commercial paper of such CP Conduit (or, if applicable, the limited purpose entity which finances such CP Conduit) is paid in full. Any amount which such CP Conduit does not advance pursuant to the operation of this paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of such CP Conduit for any such insufficiency. (e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice to the Borrower and the Administrative Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit Assignee. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s source of funding the CP Conduit’s acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s obligations, if any, hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Agent or Administrator may reasonably request to evidence and give effect to the foregoing. (f) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, but subject in all respects to Section 13.09 hereof, each CP Conduit may disclose to its respective support providers, any Affiliates of any such party and Authorities having jurisdiction over such CP Conduit, such support provider, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s commercial paper notes, the identities of (and other material information regarding) the Borrower, any other obligor on, or in respect of, an Advance made by such CP Conduit, collateral for such an Advance, its monthly transaction surveillance reports, any of the terms and provisions of the Facility Documents that it may deem necessary or advisable and such other information as may be requested by a rating agency. (g) The provisions of Sections 13.21(a), (c) and (d) shall survive the termination of this Agreement. (h) No amendment or waiver under this Agreement or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduit. (i) No pledge and/or collateral assignment by any CP Conduit to a support provider under a support facility of an interest in the rights of such CP Conduit in any Advance made by such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s obligation under this Agreement, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Conduit’s right hereunder notwithstanding anything to the contrary in this Agreement. (j) Each CP Conduit may act hereunder by and through its investment manager or its administrator. (k) This Section 13.21 shall not be amended or waived without the written consent of each CP Conduit.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (NewStar Financial, Inc.)
Special Provisions Applicable to CP Conduits. Each of the parties hereby covenants and agrees that:
(a) It shall not institute against, or encourage, cooperate with or join any other Person in instituting against, any CP Conduit any bankruptcy, examination, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under bankruptcy or similar law until at least one year and one day after the latest maturing commercial paper notes or other rated indebtedness issued by (x) any limited purpose entity providing funding to any CP Conduit or (y) such CP Conduit, is paid in full; provided that nothing in this Section 12.21 shall preclude, or be deemed to stop, (i) from taking any action prior to the expiration of the aforementioned one year and one day period, or if longer the applicable preference period then in effect plus one day, in (a) any case or proceeding voluntarily filed or commenced by such CP Conduit or (b) any involuntary insolvency proceeding filed or commenced against such CP Conduit by a Person other than it, or (ii) from commencing against such CP Conduit or any properties of the CP Conduit any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws.
(b) It waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement.
(c) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, the Commitment of any CP Conduit and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit.
(d) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, no CP Conduit shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes or other short term funding backing its commercial paper notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper to refinance all of such CP Conduit’s 's outstanding commercial paper (assuming such outstanding commercial paper matured at such time) in accordance with the program documents governing its commercial paper program or (ii) all of the commercial paper of such CP Conduit (or, if applicable, the limited purpose entity which finances such CP Conduit) is paid in full. Any amount which such CP Conduit does not advance pursuant to the operation of this paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of such CP Conduit for any such insufficiency. In the event neither a CP Conduit nor its Liquidity Provider is able to fund or pay a CP Conduit's Commitment required to be paid or funded in accordance with the terms of this Agreement, and the inability to fund continues for 3 Business Days after the expiration of a CP Conduit's obligation to fund an Advance on any Borrowing Date, the Borrower shall have the right to replace such CP Conduit with one or more other assignees meeting the requirements set forth in Section 12.06 hereof, provided that (i) all fees and expenses incurred by such replaced CP Conduit in connection with such assignment shall be paid by the Borrower and (ii) the assignee(s) shall acquire all of the Commitments and outstanding Advances of such replaced CP Conduit and, in connection therewith, shall pay to the replaced CP Conduit in respect thereof an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the replaced CP Conduit and all related fees and expenses in connection with the Facility Documents.
(e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice to the Borrower and the Administrative Facility Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Facility Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit AssigneeAssignee which meets the Rating Criteria. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, Assignee (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s 's source of funding the CP Conduit’s 's acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s 's obligations, if any, hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Facility Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Facility Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Facility Agent or Administrator may reasonably request to evidence and give effect to the foregoing.
(f) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, but subject in all respects to Section 13.09 12.09 hereof, each CP Conduit may disclose to its respective support providers, any Affiliates of any such party and Authorities having jurisdiction over such CP Conduit, such support provider, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s 's commercial paper notes, the identities of (and other material information regarding) the Borrower, any other obligor on, or in respect of, an Advance made by such CP Conduit, collateral for such an Advance, its monthly transaction surveillance reports, and any of the terms and provisions of the Facility Documents that it may deem necessary or advisable and such other information as may be requested by a rating agency.
(g) The provisions of Sections 13.21(a12.21(a), (c) and (d) shall survive the termination of this Agreement.
(h) No amendment or waiver under this Agreement or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduit.
(i) No pledge and/or collateral assignment by any CP Conduit to a support provider under a support facility of an interest in the rights of such CP Conduit in any Advance made by such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s 's obligation under this Agreement, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Conduit’s 's right hereunder notwithstanding anything to the contrary in this Agreement.
(ji) Each CP Conduit may act hereunder by and through its investment manager Collateral Manager or its administrator.
(kj) This Section 13.21 12.21 shall not be amended or waived without the written consent of each CP Conduit.
Appears in 1 contract
Samples: Credit and Security Agreement (WhiteHorse Finance, Inc.)
Special Provisions Applicable to CP Conduits. Each of the parties hereby covenants and agrees that:
(a) It it shall not institute against, or encourage, cooperate with or join any other Person in instituting against, any CP Conduit (including MMP-5) any bankruptcy, examination, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law until at least one year and one day after the latest maturing commercial paper notes Commercial Paper Note issued by (x) any limited purpose entity providing funding to any such CP Conduit or (y) such CP Conduit, is paid in full.;
(b) It it waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit (including MMP-5) against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement.;
(c) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, the Commitment of any CP Conduit (including MMP-5) and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit.;
(d) Notwithstanding notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, no CP Conduit (including MMP-5) shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes Commercial Paper Notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper Commercial Paper Notes to refinance all of such CP Conduit’s outstanding commercial paper Commercial Paper Notes (assuming such outstanding commercial paper Commercial Paper Notes matured at such time) in accordance with the program documents governing its commercial paper program or (ii) all of the commercial paper of such CP Conduit (or, if applicable, the limited purpose entity which finances such CP Conduit) is Commercial Paper Notes are paid in full. Any amount which such CP Conduit does not advance pursuant to the operation of this paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of such CP Conduit for any such insufficiency.;
(e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice notwithstanding anything to the Borrower and the Administrative Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit Assignee. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s source of funding the CP Conduit’s acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s obligations, if any, hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Agent or Administrator may reasonably request to evidence and give effect to the foregoing.
(f) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrarycontrary herein, but subject in all respects to Section 13.09 10.15 hereof, each any CP Conduit (including MMP-5) may disclose to its respective support providersthe Conduit Support Providers, the Program Manager, any Affiliates of any such party and Authorities governmental authorities having jurisdiction over such CP Conduit, such support providera Conduit Support Provider, the Program Manager, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s commercial paper notesof the Conduit Rating Agencies, the identities of (and other material information regarding) the BorrowerIssuer, any other obligor on, or in respect of, an Advance or a Swingline Advance made by such CP Conduit, collateral for such an Advance, its monthly transaction surveillance reports, Advance or Swingline Advance and any of the terms and provisions of the Facility Financing Documents that it may deem necessary or advisable and advisable;
(f) no provision herein pertaining specifically to any CP Conduit (including MMP-5), a Conduit Support Provider or an Advance or a Swingline Advance made by such other information as CP Conduit, including this Section 11.1, may be requested by a rating agency.amended or waived without the written consent of such CP Conduit;
(g) The the provisions of Sections 13.21(a), (c11.1(a) and (d11.1(d) shall survive the termination of this Agreement.;
(h) No amendment or waiver under this Agreement or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduit.
(i) No no pledge and/or collateral assignment by any CP Conduit (including MMP-5) to a support provider Conduit Support Provider under a support facility Conduit Support Facility of an interest in the rights of such CP Conduit in any Advance or Swingline Advance made by such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s obligation obligations under this Agreement, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent consent, and any such pledgee may foreclose on any such pledge and perfect an a collateral assignment of such interest and enforce such CP Conduit’s right hereunder notwithstanding anything to the contrary in this Agreement.; and
(ji) Each each CP Conduit may act hereunder by and through its investment manager or its administratorProgram Manager.
(kj) This Section 13.21 notwithstanding anything to the contrary contained herein, if a TRS Event of Default has occurred and is continuing and the TRS Provider is the Defaulting Party in connection therewith, then any consent rights held by the TRS Provider hereunder and any right of the TRS Provider to exercise any discretion or make any determination hereunder shall not be amended or waived without deemed to be held by MMP-5 in lieu of the written consent of each CP ConduitTRS Provider.
Appears in 1 contract
Special Provisions Applicable to CP Conduits. (a) Each of the parties hereto (each, a "Restricted Person") hereby covenants and agrees that:
(a) It shall that it will not institute against any CP Conduit, or join any other Person in instituting against, or encourage, cooperate with or join any other Person in instituting instituing against, any CP Conduit Conduit, any bankruptcy, examination, reorganization, arrangement, proceeding seeking a judgment of insolvency or liquidation proceeding, bankruptcy or any other relief under any bankruptcy or insolvency law or other proceeding under bankruptcy or similar law until at least one year and one day after affecting creditors' rights, present a petition for the latest maturing commercial paper notes issued by (x) any limited purpose entity providing funding to winding up or liquidation of any CP Conduit or seek the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for any CP Conduit or for all or substantially all of its assets prior to the date that is two years and a day (yor, if longer, the applicable preference period then in effect) such CP Conduit, is paid in fullafter the last day on which any Commercial Paper Notes shall have been outstanding. The obligations under this Section 14.18(a) shall survive the termination of this Indenture.
(b) It Nothing in clause (a) above shall limit the right of any Restricted Person to file any claim in or otherwise take any action with respect to any proceeding of the type described in clause (a) above that was instituted against any CP Conduit by any person other than such Restricted Person, so long as such Restricted Person did not encourage, cooperate with or join any Person in instituting such proceeding.
(c) Notwithstanding anything to the contrary contained herein, the obligations of any CP Conduit under this Indenture are solely the corporate obligations of such CP Conduit and, in the case of obligations of any CP Conduit other than Commercial Paper Notes, shall be payable at such time as funds are received by or are available to such CP Conduit in excess of funds necessary to pay in full all outstanding Commercial Paper Notes and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Law) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes. The provisions of this Section 14.18(c) shall survive the termination of this Indenture.
(d) No recourse under any obligation, covenant or agreement of any CP Conduit contained in this Indenture shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent of such CP Conduit or any of their Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Indenture is solely a corporate obligation of any such CP Conduit individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent thereof or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit contained in this Indenture, or implied therefrom, and that any and all personal liability for breaches by any CP Conduit of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Indenture, provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 14.18(d) shall survive termination of this Indenture.
(e) Each CP Conduit may act hereunder by and through its Program Manager, administrator or funding agent, as applicable.
(f) Each of the parties hereto waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement.
(c) Notwithstanding any provisions contained in this Agreement or the other Facility Documents Indenture, except that as to the contraryTrustee, the Commitment of any CP Conduit and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents waiver shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit.
(d) Notwithstanding any provisions contained only in this Agreement or the other Facility Documents to the contrary, no CP Conduit shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper to refinance all of such CP Conduit’s outstanding commercial paper (assuming such outstanding commercial paper matured at such time) in accordance with the program documents governing its commercial paper program or (ii) all of the commercial paper of such CP Conduit (or, if applicable, the limited purpose entity which finances such CP Conduit) is paid in full. Any amount which such CP Conduit does not advance pursuant to the operation of this paragraph shall not constitute a claim (capacity as defined in Section 101 of the Bankruptcy Code) against or obligation of such CP Conduit for any such insufficiency.
(e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice to the Borrower and the Administrative Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit Assignee. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s source of funding the CP Conduit’s acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s obligations, if any, trustee hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Agent or Administrator may reasonably request to evidence and give effect to the foregoingBank.
(fg) Notwithstanding any provisions contained in this Agreement or the other Facility Documents anything to the contrarycontrary herein, but subject in all respects to Section 13.09 hereofthe confidentiality provisions herein, each CP Conduit may disclose to its respective support providersConduit Support Providers, any Affiliates of any such party and Authorities governmental authorities having jurisdiction over such CP Conduit, such support providerConduit Support Provider, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s commercial paper notesConduit Rating Agency, the identities of (and other material information regarding) the BorrowerCo- Issuers, any other obligor on, or in respect of, an Advance made by any Note issued to such CP Conduit, the Assets constituting collateral for such an Advance, its monthly transaction surveillance reports, Notes and any of the terms and provisions of the Facility Transaction Documents that it may deem necessary or advisable and such other information as may be requested by a rating agency.
(g) The provisions of Sections 13.21(a), (c) and (d) shall survive the termination of this Agreementadvisable.
(h) No amendment or waiver under this Agreement or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduit.
(i) No pledge and/or collateral assignment by any CP Conduit to a support provider under a support facility Conduit Support Provider of an interest in the rights of such CP Conduit in any Advance made by Note issued to such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s obligation 's obligations under this AgreementIndenture, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Conduit’s 's right hereunder notwithstanding anything to the contrary in this AgreementIndenture.
(j) Each CP Conduit may act hereunder by and through its investment manager or its administrator.
(k) This Section 13.21 shall not be amended or waived without the written consent of each CP Conduit.
Appears in 1 contract
Special Provisions Applicable to CP Conduits. (a) Each of the parties hereto (each, a "Restricted Person") hereby covenants and agrees that:
(a) It shall that it will not institute against any CP Conduit, or join any other Person in instituting against, or encourage, cooperate with or join any other Person in instituting instituing against, any CP Conduit Conduit, any bankruptcy, examination, reorganization, arrangement, proceeding seeking a judgment of insolvency or liquidation proceeding, bankruptcy or any other relief under any bankruptcy or insolvency law or other proceeding under bankruptcy or similar law until at least one year and one day after affecting creditors' rights, present a petition for the latest maturing commercial paper notes issued by (x) any limited purpose entity providing funding to winding up or liquidation of any CP Conduit or seek the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for any CP Conduit or for all or substantially all of its assets prior to the date that is two years and a day (yor, if longer, the applicable preference period then in effect) such CP Conduit, is paid in fullafter the last day on which any Commercial Paper Notes shall have been outstanding. The obligations under this Section 14.18(a) shall survive the termination of this Indenture.
(b) It Nothing in clause (a) above shall limit the right of any Restricted Person to file any claim in or otherwise take any action with respect to any proceeding of the type described in clause (a) above that was instituted against any CP Conduit by any person other than such Restricted Person, so long as such Restricted Person did not encourage, cooperate with or join any Person in instituting such proceeding.
(c) Notwithstanding anything to the contrary contained herein, the obligations of any CP Conduit under this Indenture are solely the corporate obligations of such CP Conduit and, in the case of obligations of any CP Conduit other than Commercial Paper Notes, shall be payable at such time as funds are received by or are available to such CP Conduit in excess of funds necessary to pay in full all outstanding Commercial Paper Notes and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Law) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes. The provisions of this Section 14.18(c) shall survive the termination of this Indenture.
(d) No recourse under any obligation, covenant or agreement of any CP Conduit contained in this Indenture shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent of such CP Conduit or any of their Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Indenture is solely a corporate obligation of any such CP Conduit individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent thereof or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit contained in this Indenture, or implied therefrom, and that any and all personal liability for breaches by any CP Conduit of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Indenture, provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 14.18(d) shall survive termination of this Indenture.
(e) Each CP Conduit may act hereunder by and through its Program Manager, administrator or funding agent, as applicable.
(f) Each of the parties hereto waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement.
(c) Notwithstanding any provisions contained in this Agreement or the other Facility Documents Indenture, except that as to the contraryTrustee, the Commitment of any CP Conduit and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents waiver shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit.
(d) Notwithstanding any provisions contained only in this Agreement or the other Facility Documents to the contrary, no CP Conduit shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper to refinance all of such CP Conduit’s outstanding commercial paper (assuming such outstanding commercial paper matured at such time) in accordance with the program documents governing its commercial paper program or (ii) all of the commercial paper of such CP Conduit (or, if applicable, the limited purpose entity which finances such CP Conduit) is paid in full. Any amount which such CP Conduit does not advance pursuant to the operation of this paragraph shall not constitute a claim (capacity as defined in Section 101 of the Bankruptcy Code) against or obligation of such CP Conduit for any such insufficiency.
(e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice to the Borrower and the Administrative Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit Assignee. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s source of funding the CP Conduit’s acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s obligations, if any, trustee hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Agent or Administrator may reasonably request to evidence and give effect to the foregoingBank.
(fg) Notwithstanding any provisions contained in this Agreement or the other Facility Documents anything to the contrarycontrary herein, but subject in all respects to Section 13.09 hereofthe confidentiality provisions herein, each CP Conduit may disclose to its respective support providersConduit Support Providers, any Affiliates of any such party and Authorities governmental authorities having jurisdiction over such CP Conduit, such support providerConduit Support Provider, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s commercial paper notesConduit Rating Agency, the identities of (and other material information regarding) the BorrowerCo-Issuers, any other obligor on, or in respect of, an Advance made by any Note issued to such CP Conduit, the Assets constituting collateral for such an Advance, its monthly transaction surveillance reports, Notes and any of the terms and provisions of the Facility Transaction Documents that it may deem necessary or advisable and such other information as may be requested by a rating agency.
(g) The provisions of Sections 13.21(a), (c) and (d) shall survive the termination of this Agreementadvisable.
(h) No amendment or waiver under this Agreement or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduit.
(i) No pledge and/or collateral assignment by any CP Conduit to a support provider under a support facility Conduit Support Provider of an interest in the rights of such CP Conduit in any Advance made by Note issued to such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s obligation 's obligations under this Agreement, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Conduit’s 's right hereunder notwithstanding anything to the contrary in this AgreementIndenture.
(j) Each CP Conduit may act hereunder by and through its investment manager or its administrator.
(k) This Section 13.21 shall not be amended or waived without the written consent of each CP Conduit.
Appears in 1 contract
Samples: Indenture (Garrison Capital Inc.)
Special Provisions Applicable to CP Conduits. Each of the parties hereby covenants and agrees that:
(a) It shall not institute against, or encourage, cooperate with or join any other Person in instituting against, any CP Conduit any bankruptcy, examination, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under bankruptcy or similar law until at least one year and one day after the latest maturing commercial paper notes or other rated indebtedness issued by (x) any limited purpose entity providing funding to any CP Conduit or (y) such CP Conduit, is paid in full; provided that nothing in this Section 12.21 shall preclude, or be deemed to stop, (i) from taking any action prior to the expiration of the aforementioned one year and one day period, or if longer the applicable preference period then in effect plus one day, in (a) any case or proceeding voluntarily filed or commenced by such CP Conduit or (b) any involuntary insolvency proceeding filed or commenced against such CP Conduit by a Person other than it, or (ii) from commencing against such CP Conduit or any properties of the CP Conduit any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws.
(b) It waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement.
(c) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, the Commitment of any CP Conduit and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit.
(d) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, no CP Conduit shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes or other short term funding backing its commercial paper notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper to refinance all of such CP Conduit’s outstanding commercial paper (assuming such outstanding commercial paper matured at such time) in accordance with the program documents governing its commercial paper program or (ii) all of the commercial paper of such CP Conduit (or, if applicable, the limited purpose entity which finances such CP Conduit) is paid in full. Any amount which such CP Conduit does not advance pursuant to the operation of this paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of such CP Conduit for any such insufficiency. In the event neither a CP Conduit nor its Liquidity Provider is able to fund or pay a CP Conduit’s Commitment required to be paid or funded in accordance with the terms of this Agreement, and the inability to fund continues for 3 Business Days after the expiration of a CP Conduit’s obligation to fund an Advance on any Borrowing Date, the Borrower shall have the right to replace such CP Conduit with one or more other assignees meeting the requirements set forth in Section 12.06 hereof, provided that (i) all fees and expenses incurred by such replaced CP Conduit in connection with such assignment shall be paid by the Borrower and (ii) the assignee(s) shall acquire all of the Commitments and outstanding Advances of such replaced CP Conduit and, in connection therewith, shall pay to the replaced CP Conduit in respect thereof an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the replaced CP Conduit and all related fees and expenses in connection with the Facility Documents.
(e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice to the Borrower and the Administrative Facility Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Facility Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit AssigneeAssignee which meets the Rating Criteria. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, Assignee (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s source of funding the CP Conduit’s acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s obligations, if any, hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Facility Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Facility Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Facility Agent or Administrator may reasonably request to evidence and give effect to the foregoing.
(f) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, but subject in all respects to Section 13.09 12.09 hereof, each CP Conduit may disclose to its respective support providers, any Affiliates of any such party and Authorities having jurisdiction over such CP Conduit, such support provider, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s commercial paper notes, the identities of (and other material information regarding) the Borrower, any other obligor on, or in respect of, an Advance made by such CP Conduit, collateral for such an Advance, its monthly transaction surveillance reports, and any of the terms and provisions of the Facility Documents that it may deem necessary or advisable and such other information as may be requested by a rating agency.
(g) The provisions of Sections 13.21(a12.21(a), (c) and (d) shall survive the termination of this Agreement.
(h) No amendment or waiver under this Agreement or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduit.
(i) No pledge and/or collateral assignment by any CP Conduit to a support provider under a support facility of an interest in the rights of such CP Conduit in any Advance made by such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s obligation under this Agreement, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Conduit’s right hereunder notwithstanding anything to the contrary in this Agreement.
(ji) Each CP Conduit may act hereunder by and through its investment manager Collateral Manager or its administrator.
(kj) This Section 13.21 12.21 shall not be amended or waived without the written consent of each CP Conduit.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (WhiteHorse Finance, LLC)
Special Provisions Applicable to CP Conduits. Each of the parties hereby covenants and agrees that:
(a) It shall not institute against, or encourage, cooperate with or join any other Person in instituting against, any CP Conduit any bankruptcy, examination, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under bankruptcy or similar law until at least one year and one day after the latest maturing commercial paper notes or other rated indebtedness issued by (x) any limited purpose entity providing funding to any CP Conduit or (y) such CP Conduit, is paid in full; provided that nothing in this Section 12.21 shall preclude, or be deemed to stop, (i) from taking any action prior to the expiration of the aforementioned one year and one day period, or if longer the applicable preference period then in effect plus one day, in (a) any case or proceeding voluntarily filed or commenced by such CP Conduit or (b) any involuntary insolvency proceeding filed or commenced against such CP Conduit by a Person other than it, or (ii) from commencing against such CP Conduit or any properties of the CP Conduit any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws.
(b) It waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement.
(c) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, the Commitment of any CP Conduit and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit.
(d) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, no CP Conduit shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes or other short term funding backing its commercial paper notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper to refinance all of such CP Conduit’s 's outstanding commercial paper (assuming such outstanding commercial paper matured at such time) in accordance with the program documents governing its commercial paper program or (ii) all of the commercial paper of such CP Conduit (or, if applicable, the limited purpose entity which finances such CP Conduit) is paid in full. Any amount which such CP Conduit does not advance pursuant to the operation of this paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of such CP Conduit for any such insufficiency. In the event neither a CP Conduit nor its Liquidity Provider is able to fund or pay a CP Conduit's Commitment required to be paid or funded in accordance with the terms of this Agreement, and the inability to fund continues for 3 Business Days after the expiration of a CP Conduit's obligation to fund an Advance on any Borrowing Date, the Borrower shall have the right to replace such CP Conduit with one or more other assignees meeting the requirements set forth in Section 12.06 hereof, provided that (i) all fees and expenses incurred by such replaced CP Conduit in connection with such assignment shall be paid by the Borrower and (ii) the assignee(s) shall acquire all of the Commitments and outstanding Advances of such replaced CP Conduit and, in connection therewith, shall pay to the replaced CP Conduit in respect thereof an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the replaced CP Conduit and all related fees and expenses in connection with the Facility Documents.
(e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice to the Borrower and the Administrative Facility Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Facility Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit AssigneeAssignee which meets the Rating Criteria. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, Assignee (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s 's source of funding the CP Conduit’s 's acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s 's obligations, if any, hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Facility Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Facility Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Facility Agent or Administrator may reasonably request to evidence and give effect to the foregoing.
(f) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, but subject in all respects to Section 13.09 12.09 hereof, each CP Conduit may disclose to its respective support providers, any Affiliates of any such party and Authorities having jurisdiction over such CP Conduit, such support provider, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s 's commercial paper notes, the identities of (and other material information regarding) the Borrower, any other obligor on, or in respect of, an Advance made by such CP Conduit, collateral for such an Advance, its monthly transaction surveillance reports, and any of the terms and provisions of the Facility Documents that it may deem necessary or advisable and such other information as may be requested by a rating agency.
(g) The provisions of Sections 13.21(a12.21(a), (c) and (d) shall survive the termination of this Agreement.
(h) No amendment or waiver under this Agreement or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduit.
(i) No pledge and/or collateral assignment by any CP Conduit to a support provider under a support facility of an interest in the rights of such CP Conduit in any Advance made by such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s 's obligation under this Agreement, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Conduit’s 's right hereunder notwithstanding anything to the contrary in this Agreement.
(ji) Each CP Conduit may act hereunder by and through its investment manager Collateral Manager or its administrator.
(kj) This Section 13.21 12.21 shall not be amended or waived without the written consent of each CP Conduit.. [SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
Appears in 1 contract
Samples: Credit and Security Agreement (WhiteHorse Finance, Inc.)
Special Provisions Applicable to CP Conduits. (a) (a) Each of the parties hereto (each, a "Restricted Person") hereby covenants and agrees that:
(a) It shall that it will not institute against any CP Conduit, or join any other Person in instituting against, or encourage, cooperate with or join any other Person in instituting instituing against, any CP Conduit Conduit, any bankruptcy, examination, reorganization, arrangement, proceeding seeking a judgment of insolvency or liquidation proceeding, bankruptcy or any other relief under any bankruptcy or insolvency law or other proceeding under bankruptcy or similar law until at least one year and one day after affecting creditors' rights, present a petition for the latest maturing commercial paper notes issued by (x) any limited purpose entity providing funding to winding up or liquidation of any CP Conduit or seek the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for any CP Conduit or for all or substantially all of its assets prior to the date that is two years and a day (yor, if longer, the applicable preference period then in effect) such CP Conduit, is paid in fullafter the last day on which any Commercial Paper Notes shall have been outstanding. The obligations under this Section 7.13(a) shall survive the termination of this Agreement and the payment of the Notes.
(b) It Nothing in clause (a) above shall limit the right of any Restricted Person to file any claim in or otherwise take any action with respect to any proceeding of the type described in clause (a) above that was instituted against any CP Conduit by any person other than such Restricted Person, so long as such Restricted Person did not encourage, cooperate with or join any Person in instituting such proceeding.
(c) Notwithstanding anything to the contrary contained herein, the obligations of any CP Conduit under this Agreement are solely the corporate obligations of such CP Conduit and, in the case of obligations of any CP Conduit other than Commercial Paper Notes, shall be payable at such time as funds are received by or are available to such CP Conduit in excess of funds necessary to pay in full all outstanding Commercial Paper Notes and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Law) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes. The provisions of this Section 7.13(c) shall survive the termination of this Agreement and the payment of the Notes.
(d) No recourse under any obligation, covenant or agreement of any CP Conduit contained in this Agreement shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent of such CP Conduit or any of their Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of any such CP Conduit individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent thereof or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any CP Conduit of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 7.13(d) shall survive termination of this Agreement.
(e) Each CP Conduit may act hereunder by and through its Program Manager, administrator or funding agent, as applicable.
(f) Each of the parties hereto waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement.
(cg) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, the Commitment of any Each CP Conduit and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents agrees that it shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit.
(d) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, no CP Conduit shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper to refinance all of such CP Conduit’s outstanding commercial paper (assuming such outstanding commercial paper matured at such time) maintain confidentiality in accordance with the program documents governing its commercial paper program or (ii) all confidentiality provisions of the commercial paper of such CP Conduit (orIndenture, if applicableprovided that, the limited purpose entity which finances such CP Conduit) is paid in full. Any amount which such CP Conduit does not advance pursuant notwithstanding anything to the operation of this paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against contrary herein or obligation of such CP Conduit for any such insufficiency.
(e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice to the Borrower and the Administrative Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit Assignee. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s source of funding the CP Conduit’s acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s obligations, if any, hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Agent or Administrator may reasonably request to evidence and give effect to the foregoing.
(f) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, but subject in all respects to Section 13.09 hereofIndenture, each CP Conduit may disclose to its respective support providersConduit Support Providers, any Affiliates of any such party and Authorities governmental authorities having jurisdiction over such CP Conduit, such support providerConduit Support Provider, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s commercial paper notesConduit Rating Agency, the identities of (and other material information regarding) the BorrowerCo-Issuers, any other obligor on, or in respect of, an Advance made by any Note issued to such CP Conduit, the Assets constituting collateral for such an Advance, its monthly transaction surveillance reports, Notes and any of the terms and provisions of the Facility Transaction Documents that it may deem necessary or advisable and such other information as may be requested by a rating agency.
(g) The provisions of Sections 13.21(a), (c) and (d) shall survive the termination of this Agreementadvisable.
(h) No amendment or waiver under this Agreement or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduit.
(i) No pledge and/or collateral assignment by any CP Conduit to a support provider under a support facility Conduit Support Provider of an interest in the rights of such CP Conduit in any Advance made by Note issued to such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s obligation 's obligations under this AgreementAgreement or any other Transaction Document, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Conduit’s 's right hereunder notwithstanding anything to the contrary in this AgreementAgreement or any other Transaction Document.
(j) Each CP Conduit may act hereunder by and through its investment manager or its administrator.
(k) This Section 13.21 shall not be amended or waived without the written consent of each CP Conduit.
Appears in 1 contract
Samples: Class a 1r Note Purchase Agreement (Garrison Capital Inc.)
Special Provisions Applicable to CP Conduits. Each of the parties hereby covenants and agrees that:
(a) It shall not institute against, or encourage, cooperate with or join any other Person in instituting against, any CP Conduit any bankruptcy, examination, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under bankruptcy or similar law until at least one year two years and one day after the latest maturing commercial paper notes or other rated indebtedness issued by (x) any limited purpose entity providing funding to any CP Conduit or (y) such CP Conduit, is paid in full; provided that nothing in this Section 12.21 shall preclude, or be deemed to stop, (i) from taking any action prior to the expiration of the aforementioned two years and one day period, or if longer the applicable preference period then in effect plus one day, in (a) any case or proceeding voluntarily filed or commenced by such CP Conduit or (b) any involuntary insolvency proceeding filed or commenced against such CP Conduit by a Person other than it, or (ii) from commencing against such CP Conduit or any properties of the CP Conduit any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws.
(b) It waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement.
(c) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, the Commitment of any CP Conduit and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit.
(d) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, no CP Conduit shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes or other short term funding backing its commercial paper notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper to refinance all of such CP Conduit’s outstanding commercial paper (assuming such outstanding commercial paper matured at such time) in accordance with the program documents governing its commercial paper program or (ii) all of the commercial paper of such CP Conduit (or, if applicable, the limited purpose entity which finances such CP Conduit) is paid in full. Any amount which such CP Conduit does not advance pursuant to the operation of this paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of such CP Conduit for any such insufficiency.
(e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice to the Borrower and the Administrative Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit Assignee. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s source of funding the CP Conduit’s acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s obligations, if any, hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Agent or Administrator may reasonably request to evidence and give effect to the foregoing.
(f) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, but subject in all respects to Section 13.09 12.09 hereof, each CP Conduit may disclose to its respective support providers, any Affiliates of any such party and Authorities having jurisdiction over such CP Conduit, such support provider, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s commercial paper notes, the identities of (and other material information regarding) the Borrower, any other obligor on, or in respect of, an Advance made by such CP Conduit, collateral for such an Advance, its monthly transaction surveillance reports, Advance and any of the terms and provisions of the Facility Documents that it may deem necessary or advisable and such other information as may be requested by a rating agencyadvisable.
(gf) The provisions of Sections 13.21(a12.21(a), (c) and (d) shall survive the termination of this Agreement.
(hg) No amendment or waiver under this Agreement or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduit.
(ih) No pledge and/or collateral assignment by any CP Conduit to a support provider under a support facility of an interest in the rights of such CP Conduit in any Advance made by such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s obligation under this Agreement, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Conduit’s right hereunder notwithstanding anything to the contrary in this Agreement.
(ji) Each CP Conduit may act hereunder by and through its investment manager or its administrator.
(kj) This Section 13.21 12.21 shall not be amended or waived without the written consent of each CP Conduit.. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. TPG SL SPV, LLC, as Borrower By: Name: Title: The Bank of New York Mellon Trust Company, N.A., as Collateral Agent and Calculation Agent By: Name: Title: The Bank of New York Mellon Trust Company, N.A., as Custodian By: Name: Title: VERSAILLES ASSETS LLC as Lender By: Name: Title: NATIXIS, NEW YORK BRANCH, as Facility Agent By: Name: Title: By: Name: Title: Versailles Assets LLC $ 100,000,000 100.00 % TOTAL $ 100,000,000 100.00 %
1. The Aggregate Principal Balance of all Collateral Obligations and Equity Securities
2. The balance of all Eligible Investments and cash in each of:
a. The Collection Account (including the Interest Collection Subaccount, the Principal Collection Subaccount, and the Canadian Dollar Subaccount)
b. The Payment Account
c. The Revolving Reserve Account
d. The Lender Funding Account (including each Lender Funding Subaccount therein)
e. The Currency Exchange Account
f. The Custodial Account
g. The Funded Draw Collection Account
h. The Closing Expense Account
3. Commitment and aggregate outstanding principal amount of all Advances
4. The nature, source and amount of any proceeds in the Collection Account (including Principal Proceeds and Interest Proceeds received since the Monthly Report Determination Date or Determination Date relating to the last Monthly Report or Payment Date Report, respectively) and the Revolving Reserve Account
5. Compliance level of Coverage Tests vs. test level
a. Calculation of Minimum Overcollateralization Ratio Test
b. Calculation of Interest Coverage Ratio Test
6. Compliance with Collateral Quality Tests
a. the Minimum Diversity Score Test
b. the Minimum Average Recovery Rate Test
c. the Minimum Weighted Average Spread Test
d. the Minimum Weighted Average Fixed Rate Coupon Test
e. the Weighted Average Maturity Date Test
f. the Maximum DBRS Risk Score Test
7. Compliance with Concentration Limitations
a. Fixed Rate Obligations
b. Obligor concentrations
c. Revolving Collateral Loans or Delayed Drawdown Collateral Loans
d. Canadian Dollar Obligations
e. Eligible Senior Secured Loans
f. Eligible Senior Secured Bonds
g. Current Pay Obligations
h. DBRS Industry Classification
i. Participation Interests
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (TPG Specialty Lending, Inc.)
Special Provisions Applicable to CP Conduits. (a) Each of the parties hereto (each, a "Restricted Person") hereby covenants and agrees that:
(a) It shall that it will not institute against any CP Conduit, or join any other Person in instituting against, or encourage, cooperate with or join any other Person in instituting instituing against, any CP Conduit Conduit, any bankruptcy, examination, reorganization, arrangement, proceeding seeking a judgment of insolvency or liquidation proceeding, bankruptcy or any other relief under any bankruptcy or insolvency law or other proceeding under bankruptcy or similar law until at least one year and one day after affecting creditors' rights, present a petition for the latest maturing commercial paper notes issued by (x) any limited purpose entity providing funding to winding up or liquidation of any CP Conduit or seek the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for any CP Conduit or for all or substantially all of its assets prior to the date that is two years and a day (yor, if longer, the applicable preference period then in effect) such CP Conduit, is paid in fullafter the last day on which any Commercial Paper Notes shall have been outstanding. The obligations under this Section 7.13(a) shall survive the termination of this Agreement and the payment of the Notes.
(b) It Nothing in clause (a) above shall limit the right of any Restricted Person to file any claim in or otherwise take any action with respect to any proceeding of the type described in clause (a) above that was instituted against any CP Conduit by any person other than such Restricted Person, so long as such Restricted Person did not encourage, cooperate with or join any Person in instituting such proceeding.
(c) Notwithstanding anything to the contrary contained herein, the obligations of any CP Conduit under this Agreement are solely the corporate obligations of such CP Conduit and, in the case of obligations of any CP Conduit other than Commercial Paper Notes, shall be payable at such time as funds are received by or are available to such CP Conduit in excess of funds necessary to pay in full all outstanding Commercial Paper Notes and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Law) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes. The provisions of this Section 7.13(c) shall survive the termination of this Agreement and the payment of the Notes.
(d) No recourse under any obligation, covenant or agreement of any CP Conduit contained in this Agreement shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent of such CP Conduit or any of their Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of any such CP Conduit individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent thereof or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any CP Conduit of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 7.13(d) shall survive termination of this Agreement.
(e) Each CP Conduit may act hereunder by and through its Program Manager, administrator or funding agent, as applicable.
(f) Each of the parties hereto waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement.
(cg) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, the Commitment of any Each CP Conduit and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents agrees that it shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit.
(d) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, no CP Conduit shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper to refinance all of such CP Conduit’s outstanding commercial paper (assuming such outstanding commercial paper matured at such time) maintain confidentiality in accordance with the program documents governing its commercial paper program or (ii) all confidentiality provisions of the commercial paper of such CP Conduit (orIndenture, if applicableprovided that, the limited purpose entity which finances such CP Conduit) is paid in full. Any amount which such CP Conduit does not advance pursuant notwithstanding anything to the operation of this paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against contrary herein or obligation of such CP Conduit for any such insufficiency.
(e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice to the Borrower and the Administrative Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit Assignee. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s source of funding the CP Conduit’s acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s obligations, if any, hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Agent or Administrator may reasonably request to evidence and give effect to the foregoing.
(f) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, but subject in all respects to Section 13.09 hereofIndenture, each CP Conduit may disclose to its respective support providersConduit Support Providers, any Affiliates of any such party and Authorities governmental authorities having jurisdiction over such CP Conduit, such support providerConduit Support Provider, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s commercial paper notesConduit Rating Agency, the identities of (and other material information regarding) the BorrowerCo-Issuers, any other obligor on, or in respect of, an Advance made by any Note issued to such CP Conduit, the Assets constituting collateral for such an Advance, its monthly transaction surveillance reports, Notes and any of the terms and provisions of the Facility Transaction Documents that it may deem necessary or advisable and such other information as may be requested by a rating agency.
(g) The provisions of Sections 13.21(a), (c) and (d) shall survive the termination of this Agreementadvisable.
(h) No amendment or waiver under this Agreement or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduit.
(i) No pledge and/or collateral assignment by any CP Conduit to a support provider under a support facility Conduit Support Provider of an interest in the rights of such CP Conduit in any Advance made by Note issued to such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s obligation 's obligations under this AgreementAgreement or any other Transaction Document, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Conduit’s 's right hereunder notwithstanding anything to the contrary in this AgreementAgreement or any other Transaction Document.
(j) Each CP Conduit may act hereunder by and through its investment manager or its administrator.
(k) This Section 13.21 shall not be amended or waived without the written consent of each CP Conduit.
Appears in 1 contract
Samples: Class a 1r Note Purchase Agreement (Garrison Capital Inc.)
Special Provisions Applicable to CP Conduits. (a) Each of the parties hereto (each, a "Restricted Person") hereby covenants and agrees that:
(a) It shall that it will not institute against any CP Conduit, or join any other Person in instituting against, or encourage, cooperate with or join any other Person in instituting instituing against, any CP Conduit Conduit, any bankruptcy, examination, reorganization, arrangement, proceeding seeking a judgment of insolvency or liquidation proceeding, bankruptcy or any other relief under any bankruptcy or insolvency law or other proceeding under bankruptcy or similar law until at least one year and one day after affecting creditors' rights, present a petition for the latest maturing commercial paper notes issued by (x) any limited purpose entity providing funding to winding up or liquidation of any CP Conduit or seek the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for any CP Conduit or for all or substantially all of its assets prior to the date that is two years and a day (yor, if longer, the applicable preference period then in effect) such CP Conduit, is paid in fullafter the last day on which any Commercial Paper Notes shall have been outstanding. The obligations under this Section 7.13(a) shall survive the termination of this Agreement and the payment of the Notes.
(b) It Nothing in clause (a) above shall limit the right of any Restricted Person to file any claim in or otherwise take any action with respect to (i) any proceeding of the type described in clause (a) above that was instituted against any CP Conduit by any person other than such Restricted Person, so long as such Restricted Person did not encourage, cooperate with or join any Person in instituting such proceeding or (ii) any proceeding not of a type described in clause (a) above.
(c) Notwithstanding anything to the contrary contained herein, the obligations of any CP Conduit under this Agreement are solely the corporate obligations of such CP Conduit and, in the case of obligations of any CP Conduit other than Commercial Paper Notes, shall be payable at such time as funds are received by or are available to such CP Conduit in excess of funds necessary to pay in full all outstanding Commercial Paper Notes and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Law) of any such party shall be subordinated ‑31‑ to the payment in full of all Commercial Paper Notes. The provisions of this Section 7.13(c) shall survive the termination of this Agreement and the payment of the Notes.
(d) No recourse under any obligation, covenant or agreement of any CP Conduit contained in this Agreement shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent of such CP Conduit or any of their Affiliates (solely by virtue of such capacity and excluding such CP Conduit's Guarantor, if applicable) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of any such CP Conduit individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent thereof or any of their Affiliates (solely by virtue of such capacity and excluding such CP Conduit's Guarantor, if applicable) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any CP Conduit of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 7.13(d) shall survive termination of this Agreement.
(e) Each CP Conduit may act hereunder by and through its Program Manager.
(f) Each of the parties hereto waives any right to set-off set‑off and to appropriate and apply any and all deposits (other than amounts in the Class A-R Rating Requirement Funding Account and any subaccount thereof) and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement.
(cg) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, the Commitment of any Each CP Conduit and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents agrees that it shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit.
(d) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, no CP Conduit shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper to refinance all of such CP Conduit’s outstanding commercial paper (assuming such outstanding commercial paper matured at such time) maintain confidentiality in accordance with the program documents governing its commercial paper program or (ii) all confidentiality provisions of the commercial paper of such CP Conduit (orIndenture, if applicableprovided that, the limited purpose entity which finances such CP Conduit) is paid in full. Any amount which such CP Conduit does not advance pursuant notwithstanding anything to the operation of this paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against contrary herein or obligation of such CP Conduit for any such insufficiency.
(e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice to the Borrower and the Administrative Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit Assignee. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s source of funding the CP Conduit’s acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s obligations, if any, hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Agent or Administrator may reasonably request to evidence and give effect to the foregoing.
(f) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, but subject in all respects to Section 13.09 hereofIndenture, each CP Conduit may disclose to (i) its respective Conduit Rating Agencies, (ii) conduit support providers, (iii) any Affiliates of any such party and Authorities (iv) governmental authorities having jurisdiction over such CP Conduit, such conduit support provider, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s commercial paper notesConduit Rating Agency, the identities of (and other material information regarding) the BorrowerCo-Issuers, any other obligor on, or in respect of, an Advance made by any Note issued to such CP Conduit, the Assets constituting collateral for such an Advance, its monthly transaction surveillance reports, Notes and any of the terms and provisions of the Facility Transaction Documents that it may deem necessary or advisable and such other information as may be requested by a rating agency.
advisable, provided that, in the case of clauses (g) The provisions of Sections 13.21(a), (cii) and (d) shall survive the termination of this Agreementiii), such recipient is subject to customary confidentiality obligations.
(h) No amendment Notwithstanding anything herein to the contrary, each party hereto, and each assignee or waiver under potential assignee of any Class A-R Note is authorized to disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and tax structure of the offering and the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to investors relating to such tax treatment or tax structure. For this Agreement ‑32‑ purpose, "tax structure" is defined as facts relevant to the U.S. tax treatment of the offering and such transactions and does not include information relating to the identity of the Co-Issuers. This authorization to disclose the U.S. tax treatment and tax structure does not permit disclosure of information identifying the Co-Issuers, the Placement Agent, the Collateral Manager, any of their affiliates or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit party to the transactions contemplated hereby (except to the extent such information is relevant to U.S. tax structure or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduittax treatment).
(i) No pledge and/or collateral assignment by any CP Conduit to a conduit support provider under a support facility of an interest in the rights of such CP Conduit in any Advance made by Note issued to such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s obligation 's obligations under this AgreementAgreement or the Transaction Documents, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Conduit’s 's right hereunder notwithstanding anything to the contrary in this AgreementAgreement or the Transaction Documents.
(j) Each CP Conduit may act hereunder represents, warrants and covenants, on behalf of itself, that each payment to the Issuer under this Agreement will have been made (i) in payment of a loan made by such CP Conduit in the ordinary course of business or financial affairs of such CP Conduit and through its investment manager (ii) in the ordinary course of business or its administrator.
(k) This Section 13.21 shall not be amended or waived without the written consent financial affairs of each such CP Conduit.. ‑33‑
Appears in 1 contract
Samples: Class a R Note Purchase Agreement (Fifth Street Senior Floating Rate Corp.)
Special Provisions Applicable to CP Conduits. (a) Each of the parties hereto (each, a "Restricted Person") hereby covenants and agrees that:
(a) It shall that it will not institute againstagainst any CP Conduit, or encourage, cooperate with or join any other Person in instituting againstagainst any CP Conduit, any CP Conduit any bankruptcy, examination, reorganization, arrangement, proceeding seeking a judgment of insolvency or liquidation proceeding, bankruptcy or any other relief under any bankruptcy or insolvency law or other proceeding under bankruptcy or similar law until at least one year and one day after affecting creditors' rights, present a petition for the latest maturing commercial paper notes issued by (x) any limited purpose entity providing funding to winding up or liquidation of any CP Conduit or seek the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for any CP Conduit or for all or substantially all of its assets prior to the date that is two years and a day (yor, if longer, the applicable preference period then in effect) such CP Conduit, is paid in fullafter the last day on which any Commercial Paper Notes shall have been outstanding. The obligations under this Section 12.17(a) shall survive the termination of this Agreement and the payment of the Obligations.
(b) It Nothing in clause (a) above shall limit the right of any Restricted Person to file any claim in or otherwise take any action with respect to any proceeding of the type described in clause (a) above that was instituted against any CP Conduit by any person other than such Restricted Person.
(c) Notwithstanding anything to the contrary contained herein, the obligations of any CP Conduit under this Agreement are solely the corporate obligations of such CP Conduit and, in the case of obligations of any CP Conduit other than Commercial Paper Notes, shall be payable at such time as funds are received by or are available to such CP Conduit in excess of funds necessary to pay in full all outstanding Commercial Paper Notes or other short-term funding backing its Commercial Paper Notes and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes.
(d) No recourse under any obligation, covenant or agreement of any CP Conduit contained in this Agreement shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent of such CP Conduit or any of their Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of any such CP Conduit individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit or any agent thereof or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any CP Conduit of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 12.17(d) shall survive termination of this Agreement.
(e) Each CP Conduit may act hereunder by and through its Program Manager, administrator or Funding Agent, as applicable.
(f) Each of the parties hereto waives any right to set-off and to appropriate and apply any and all deposits and any other indebtedness at any time held or owing thereby to or for the credit or the account of any CP Conduit against and on account of the obligations and liabilities of such CP Conduit to such party under this Agreement.
(cg) Notwithstanding any provisions contained in this Agreement or the other Facility Documents anything to the contrary, the Commitment of any CP Conduit and any other amounts payable by such CP Conduit under this Agreement and the other Facility Documents shall be without recourse to any officer, director, employee, stockholder, member, agent or manager of such CP Conduit and shall be solely the corporate obligations of such CP Conduit.
(d) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrary, no CP Conduit shall, or shall be obligated to, fund or pay any amount pursuant to its Commitment or any other obligation under this Agreement unless such CP Conduit has received funds which may be used to make such funding or other payment and which funds are not required to repay commercial paper notes issued by a conduit providing funding to such CP Conduit, or finance activities of, such CP Conduit when due, and after giving effect to such payment, either (i) such CP Conduit (or, if applicable, the limited purpose entity which finances the CP Conduit) could issue commercial paper to refinance all of such CP Conduit’s outstanding commercial paper (assuming such outstanding commercial paper matured at such time) in accordance with the program documents governing its commercial paper program or (ii) all of the commercial paper of such CP Conduit (or, if applicable, the limited purpose entity which finances such CP Conduit) is paid in full. Any amount which such CP Conduit does not advance pursuant to the operation of this paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of such CP Conduit for any such insufficiency.
(e) Notwithstanding any provisions contained in this Agreement, a CP Conduit may, from time to time, with prior or concurrent notice to the Borrower and the Administrative Agent, in one transaction or a series of transactions, assign all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) to a Conduit Assignee. Upon and to the extent of such assignment by the CP Conduit to a Conduit Assignee, (i) such Conduit Assignee shall become a CP Conduit, (ii) such Conduit Assignee (as Lender) shall be the owner of the assigned portion of the rights and obligations under this Agreement and the other Facility Documents (iii) such Conduit Assignee, any multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Conduit’s source of funding the CP Conduit’s acquisition or maintenance of its funding obligations hereunder, if such Conduit Assignee does not itself issue commercial paper, and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and in the other Facility Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s obligations, if any, hereunder or any other Facility Document, and the Conduit Lender shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the obligations hereunder assigned shall be made to the Administrative Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, and (vi) if requested by the Administrative Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Administrative Agent or Administrator may reasonably request to evidence and give effect to the foregoing.
(f) Notwithstanding any provisions contained in this Agreement or the other Facility Documents to the contrarycontrary herein, but subject in all respects to Section 13.09 hereofthe confidentiality provisions herein, each CP Conduit may disclose to its respective support providersConduit Support Providers, any Affiliates of any such party and Authorities governmental authorities having jurisdiction over such CP Conduit, such support providerConduit Support Provider, any Affiliate of such party and any rating agency that issues a rating on such CP Conduit’s commercial paper notesConduit Rating Agency (including its professional advisors), the identities of (and other material information regarding) the Borrower, any other obligor on, or in respect of, an Advance a Loan made by such CP Conduit, collateral Collateral for such an Advance, its monthly transaction surveillance reports, Loan and any of the terms and provisions of the Facility Loan Documents that it may deem necessary or advisable and such other information as may be requested by a rating agency.
(g) The provisions of Sections 13.21(a), (c) and (d) shall survive the termination of this Agreementadvisable.
(h) No amendment or waiver under this Agreement or any other Facility Document that would affect a CP Conduit, a support provider of a CP Conduit or an Advance made by such CP Conduit in a manner that is disproportionate and adverse relative to other Lenders shall be effective without the consent of such CP Conduit.
(i) No pledge and/or collateral assignment by any CP Conduit to a support provider under a support facility Conduit Support Provider of an interest in the rights of such CP Conduit in any Advance Loan made by such CP Conduit and the Obligations shall constitute an assignment and/or assumption of such CP Conduit’s obligation 's obligations under this Agreement, such obligations in all cases remaining with such CP Conduit. Moreover, any such pledge and/or collateral assignment of the rights of such CP Conduit shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such CP Conduit’s 's right hereunder notwithstanding anything to the contrary in this Agreement.
(j) Each CP Conduit may act hereunder by and through its investment manager or its administrator.
(k) This Section 13.21 shall not be amended or waived without the written consent of each CP Conduit.
Appears in 1 contract
