USActive 60041977.10 i CONTENTS SECTION PAGE 1. DEFINITIONS ................... ............................................................................... ............ 1 1.1 Key Terms .....................................................
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EXECUTION VERSION USActive 60041977.10 ============================================================ CREDIT AGREEMENT ============================================================ INCREF BORROWER, LLC, as the Borrower, INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC., as the Guarantor, INVESCO ADVISERS, INC. as the Adviser, XXXXXXX XXXXX BANK USA, as Administrative Agent and as a Lender and the other Lenders from time to time party hereto ============================================================ December 11, 2023 ============================================================ Exhibit 10.1
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USActive 60041977.10 i CONTENTS SECTION PAGE 1. DEFINITIONS .............................................................................................................. 1 1.1 Key Terms ....................................................................................................... 1 1.2 Capital Call Facility Definitions............................................................................ 2 1.3 XXXXX, Tax and Other Definitions........................................................................ 7 1.4 Interpretation..................................................................................................11 2. LOANS.......................................................................................................................11 2.1 Facilities .........................................................................................................11 2.2 Revolving Loans and Use of Proceeds .................................................................12 2.3 Loan Procedures ..............................................................................................13 2.4 Interest Rates .................................................................................................14 2.5 Fees...............................................................................................................14 2.6 Capitalization of Interest and Fees .....................................................................14 2.7 Facility Increase or Decrease.............................................................................15 2.8 Ratable Sharing...............................................................................................15 3. PAYMENTS .................................................................................................................15 3.1 Voluntary Prepayments ....................................................................................15 3.2 Payment of Obligations.....................................................................................15 3.3 Required Period ...............................................................................................15 3.4 Mandatory Prepayment Events ..........................................................................16 3.5 Interest Payments ...........................................................................................17 4. REPORTING AND NOTICES...........................................................................................18 4.1 Notice Procedures ............................................................................................18 4.2 Event Based Reporting .....................................................................................18 4.3 Quarterly and Annual Reporting.........................................................................19 4.4 Disclosure of Credit Agreement .........................................................................20 4.5 Other Reporting...............................................................................................20 5. COVENANTS...............................................................................................................20 5.1 Partnership Interests and Capital Commitments ..................................................20 5.2 Borrower Parties..............................................................................................22 6. REPRESENTATIONS.....................................................................................................24 6.1 Partnership Interests and Capital Commitments ..................................................24 6.2 Borrower Parties..............................................................................................25 7. EVENTS OF DEFAULT AND REMEDIES............................................................................26 7.1 Events of Default .............................................................................................26 7.2 Remedies........................................................................................................27 7.3 Additional Rights of the Administrative Agent ......................................................28 7.4 Application of Payments....................................................................................29 7.5 Set-Off ...........................................................................................................29 8. MISCELLANEOUS PROVISIONS .....................................................................................29 8.1 Amendments; Waivers .....................................................................................29 8.2 Borrower Provisions .........................................................................................30 8.3 Confidentiality .................................................................................................32 8.4 Assignments and Participations..........................................................................33 8.5 Other Miscellaneous Provisions ..........................................................................34
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USActive 60041977.10 1 1. DEFINITIONS The following terms shall have the following meanings: 1.1 Key Terms (a) Economic Terms Facility Limit $100,000,000 Facility Committed Tranche $0 Facility Uncommitted Tranche $100,000,000, as may be increased or decreased from time to time. Administrative Fee A non-refundable fee equal to 0.20% of the Facility Limit annually, payable to the Administrative Agent in 4 quarterly installments of 0.05% in arrears. Termination Fee 1% of the portion of the Facility Limit refinanced with a lender other than Xxxxxxx Xxxxx Bank USA, due and payable to the Administrative Agent for the benefit of the Lenders on the effective date of such refinancing. For the avoidance of doubt, such termination fee shall not apply to a refinancing of the facility with a net asset value, hybrid, or other longer term financing with a lender other than Xxxxxxx Xxxxx Bank USA. Interest Rate For Term SOFR Loans, Term SOFR plus the Applicable Margin; For Prime Rate Loans, Prime Rate plus the Applicable Margin; and For each Funded Tranche, Term SOFR plus the Applicable Margin that is applicable to Term SOFR Loans as of the date of creation of such Funded Tranche. Applicable Margin For Term SOFR Loans, 2.90% per annum; and For Prime Rate Loans, 1.90% per annum. Facility Availability The lesser of: (a) the Facility Limit; and (b) Borrowing Base Availability, minus: (i) the Primary Obligations; and (ii) the aggregate amount of any requested Utilizations. Maturity Date (a) with respect to each Funded Tranche, the earlier of the following: (i) the final maturity date as described in the Funded Tranche confirmation (the “Funded Tranche Maturity”), which shall be no later than 3 years from issuance and no earlier than 1 year from issuance, and (ii) the date that is 360 days after Administrative Agent demand under Section 3.4(a) (Administrative Agent Demand);
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USActive 60041977.10 2 (b) with respect to the Uncommitted Tranche, the date that is 15 Business Days after Administrative Agent demand under Section 3.4(a) (Administrative Agent Demand); or (c) with respect to all Obligations, the date that is 30 days prior to the last date on which the Guarantor or Adviser may issue Capital Calls under the Fund Documents to repay the Obligations. Judgment Threshold $10,000,000 with respect to any Borrower Party. (b) Borrower Party Information Borrower INCREF Borrower, LLC, a Delaware limited liability company Adviser Invesco Advisers, Inc., a Delaware corporation Guarantor Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation Primary Obligors Borrower (other than any Qualified Borrowers), Guarantors Reporting Parties Borrower, Guarantor Fund Sponsor Invesco Advisers, Inc., a Delaware corporation Operative Documents Articles of Amendment and Restatement of the Guarantor dated March 23, 2023 (the “Articles”) Bylaws of the Guarantor Subscription Documents (the form of which is attached as Exhibit N hereto) Management Agreement Advisory Agreement dated as of March 23, 2023 (c) Collateral Accounts Borrower Party Capital Call Collateral Account Guarantor Name of Depository: Bank of America, NA ABA Number: 026 009 593 Account Name: Invesco Commercial Real Estate Finance Trust, Inc. Account Number: 488106955493 1.2 Capital Call Facility Definitions “Account Control Event” means the Administrative Agent shall have the right to take control of the Collateral Account, as a result of: (a) the following Mandatory Prepayment Events: (i) Section 3.4(b)(ii) (Borrowing Base Deficiency); (ii) Section 3.4(b)(iii) (Operative Document Debt Limitations); (iii) Section 3.4(c) (Mandatory Prepayment Events - Full Repayments); or (b) an Event of Default,
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USActive 60041977.10 3 irrespective of whether any payment is due or any grace period has expired. “Administrative Agent” means Xxxxxxx Xxxxx Bank USA, as administrative agent for the Lenders and as collateral agent for the benefit of the Lenders. “Administrative Agent Account” means the account set forth on Schedule 1.1 hereto, or any other account designated by the Administrative Agent in writing to the Borrower. “Applicable Percentage” means, with respect to any Lender, the percentage of: (a) the Uncommitted Tranche represented by such Xxxxxx's Uncommitted Amount (set forth on Schedule 1.2 hereto) divided by the Uncommitted Tranche Facility Limit, and (b) each Funded Tranche represented by such Xxxxxx's funded amount thereof. “Assignment and Assumption” means an Assignment and Assumption in the form of Exhibit K, or such other form as is acceptable to the Administrative Agent. “Board of Directors” means the board of directors of the Guarantor. “Borrower Party” means each Borrower and Guarantor. “Borrowing Base Availability” means the Uncalled Capital Commitments of Investors (other than Excluded Investors) multiplied by the advance rate set forth on the Borrowing Base Certificate last provided by the Administrative Agent; provided that any change to the advance rate, other than any change resulting from an Investor becoming an Excluded Investor, shall not reduce Borrowing Base Availability. “Borrowing Base Certificate” means a certificate in the form of Exhibit A. “Capital Call” means a call upon the Investors for payment of any portion of the Capital Commitments pursuant to the Fund Documents, including, for the avoidance of doubt, the delivery of a “Purchase Notice”, as such term is defined in the applicable Subscription Document. “Capital Commitment” means the capital commitments of the Investors, as set forth in the Fund Documents, including, for the avoidance of doubt, the “Capital Commitment” of each Investor as such term is defined in the applicable Subscription Document. “Capital Contribution” means any cash actually contributed by an Investor to a Guarantor in fulfillment of its Capital Commitment. “Closing Date” means the date on which the conditions precedent are satisfied (or waived). “Collateral” means all of the collateral security for the Obligations pledged pursuant to the Collateral Documents. “Collateral Account” means each Capital Call Collateral Account set forth in Section 1.1(c) (Collateral Accounts), and each other account described in the Collateral Documents. “Collateral Account Control Agreement” means each account control agreement among a Guarantor, the Administrative Agent or a collateral agent, and the depository (the “Depository”). “Collateral Documents” means each Collateral Account Control Agreement, Collateral Security Agreement, Fund Security Agreement, collateral assignment, financing statement, and other documents delivered to grant, perfect or maintain a security interest in the Collateral.
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USActive 60041977.10 4 “Collateral Security Agreement” means each Fund Security Agreement and each security agreement set forth in Annex II or Annex III or delivered in connection with the grant of a security interest in the Collateral. “Credit Agreement” means this Credit Agreement, including the Annexes hereto. “Credit Provider” means a Person providing an Investor Guaranty, in form and substance reasonably acceptable to the Administrative Agent, of the obligations of any applicable Investor to make Capital Contributions to the Guarantor. “Eligible Assignee” means any Person other than a natural Person that extends credit or buys loans in the ordinary course of business; provided that no Defaulting Lender, Borrower Party or Affiliate of a Borrower Party shall be an Eligible Assignee. “Events of Default” are listed in Section 7.1 (Events of Default). “Excluded Investor” means each Investor (or Adviser): (a) that is designated as an Excluded Investor, by the Administrative Agent, in the Borrowing Base Certificate, on the Closing Date; (b) that fails to fund any Capital Contribution for 10 Business Days after the due date thereof, without regard to any cure period or notice (a “Delinquent Investor”); (c) that is added after the Closing Date, until the Administrative Agent, acting reasonably, provides notice that such Investor is not an Excluded Investor; (d) for which the Adviser or Guarantor approves an increase in its Capital Commitment, but only the increased portion shall be excluded, until the Administrative Agent provides notice that the amount of such increase is not excluded; (e) for which the Adviser or Guarantor approves a transfer, redemption or repurchase of any portion of its Capital Commitment, but only to the extent of the to-be-transferred, to-be-redeemed or to-be-repurchased Capital Commitment; (f) that encumbers its Investor interest, but only to the extent thereof; (g) that exercises any excuse right or, to the knowledge of any Borrower Party, will be excused from participating in any investment, but only to the extent that such Investor’s Capital Commitment may not be called to repay the Obligations, as calculated by the Administrative Agent in its reasonable discretion; (h) that withdraws, redeems, repurchases, reduces, cancels, or terminates any portion of its Capital Commitment, but only to the extent thereof; (i) that declares any Fund Document unenforceable; (j) that modifies any Fund Document (including by way of a “most favored nations” provision) in a manner that is materially adverse to the Lenders, as determined by the Administrative Agent acting reasonably; (k) that avails itself of any Debtor Relief Law or becomes the subject of any Debtor Relief Law which continues undismissed or unstayed for 60 days; (l) (x) whose Investor Consent Letter ceases to be accurate and enforceable in any material respect, or (y) that breaches, repudiates, challenges or declares unenforceable its obligations thereunder;
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USActive 60041977.10 5 (m) (x) whose Investor Guaranty ceases to be accurate and enforceable in any material respect, or (y) whose Credit Provider repudiates, challenges, breaches, challenges or declares unenforceable its obligations under the applicable Investor Guaranty; (n) that is a Sanctioned Person; or (o) that (i) is an Affiliate of any Lender, (ii) is managed by any Lender or an Affiliate thereof, (iii) has any Lender or an Affiliate thereof as its trustee or other fiduciary, (iv) has any Lender or an Affiliate thereof as an investor, or (v) is an employee of any Lender or an Affiliate thereof. As used in this clause (n), “Affiliate” has the meaning given to such term in Section 23A of the Federal Reserve Act. “Exposure” means each Lender’s commitments and Loans hereunder. “Fee” means each fee set forth in Section 1.1(a) (Economic Terms) and any other fee set forth in any Fee Letter. “Fee Letter” means a letter between the Borrower and the Administrative Agent. “Fund Documents” means each Operative Document and each Subscription Document. “Fund Guaranty” means each fund guaranty in the form of Exhibit L. “Fund Responsible Officer” means an officer or authorized signatory of any Borrower Party. “Fund Security Agreement” means each fund security agreement in the form of Exhibit M. “Interest Rate Reset Period” means: (a) for the first Loan, the period commencing on the day the first Loan is made and ending on the last day of that month, which interest rate shall also apply to any other Loan in such currency made during the same month as the first Loan; and (b) for Loans made or continued after the first month, the period commencing on the first day of such month and ending on the last day of such month. “Invesco Guaranty” means that certain Investor Guaranty dated as of the date hereof by Invesco Ltd., a Bermuda exempted company, in favor of the Administrative Agent. “Investment Exclusion Event” means the exclusion or excuse of any Investor from participating in a particular Investment pursuant to the terms of the Operative Documents or such Investor’s Side Letter, where the Investor is entitled to such exclusion or excuse under such Operative Documents or such Investor’s Side Letter as a matter of right (i.e., not in any Borrower Party’s discretion). “Investor Guaranty” means a guaranty provided by an Investor’s Credit Provider with respect to such Investor’s Capital Commitment in form and substance satisfactory to the Administrative Agent. “Investor” means any Person admitted to Guarantor as a limited partner, shareholder or equity holder; provided that, no natural Person that is a limited partners, shareholder or equity holder of Guarantor shall be deemed or considered to be an “Investor” for any purpose under, or provision of, this Credit Agreement and the other Loan Documents, including without limitation in respect of the Collateral. “Investor Consent Letter” means an agreement delivered by the Texas Municipal Retirement System to the Administrative Agent, substantially in the form of Exhibit H.
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USActive 60041977.10 6 “Key Person Event” means a “Key Person Event” under (and as used and defined in) the Subscription Documents. “Lender” means each of the Persons identified as a “Lender” on the signature pages hereto and any other Person that becomes a lender hereto, and their respective successors and assigns. “Lock-Up Suspension Period” means a “Lock-Up Suspension Period” under (and as used and defined in) the Subscription Documents. “Loan” means each loan made by a Lender to a Borrower (including each Funded Tranche), in U.S. dollars. “Loan Documents” means: (a) this Credit Agreement, (b) each Promissory Note, (c) each Loan Request, (d) each Collateral Document, (e) each Investor Consent Letter, (f) each Investor Guaranty (including, for the avoidance of doubt, the Invesco Guaranty), (g) each Fund Guaranty, (h) the Adviser Side Letter; and (i) every other document executed or delivered in connection with any Loan Document. “Loan Request” means each loan request in the form of Exhibit B. “Mandatory Prepayment Events” are listed in Section 3.4 (Mandatory Prepayment Events). “Memorandum” means the Guarantor’s confidential Private Placement Memorandum dated August 30, 2023 (together with any appendices and supplements thereto), as amended, amended and restated, supplemented or otherwise modified from time to time. “Obligations” means all obligations due, owing or incurred by any Borrower or Guarantor to the Administrative Agent and the Lenders under the Loan Documents. “Operative Document” means: (a) each Operative Document listed in Section 1.1(b) (Borrower Party Information), (b) the Memorandum; (c) the Management Agreement; and (d) each formation document, limited partnership, limited liability company operating or trust agreement, memorandum and articles of association, bylaws, or other constituent document that governs a Borrower or Guarantor, as amended, modified or supplemented in accordance herewith.
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USActive 60041977.10 7 “Operative Document Alternative Investment Vehicle” means any parallel entity, blocker, feeder, collective investment vehicle, REIT, group trust or other investment vehicle created in accordance with an Operative Document. “Permitted Liens” means: (a) banker’s Liens and rights of setoff arising in the ordinary course of business, including those of the Depository under the Collateral Account Control Agreement; (b) Liens relating to Taxes, (i) if failure to pay such Taxes would not have a Material Adverse Effect, or (ii) that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (c) judgment liens that would not have a Material Adverse Effect and do not result in a Mandatory Prepayment Event; (d) Liens arising from pledges or deposits of proceeds of the Collateral to secure bids for potential investments, contracts or leases; and (e) Liens pursuant to the Collateral Documents. “Permitted REIT Distribution” has the meaning set forth in Section 5.1(d)(i). “Pledgor” means each Borrower Party or other person that grants a Lien on any Collateral in connection with this Credit Agreement. “Primary Obligors” means each Primary Obligor listed in Section 1. “Primary Obligations” means the aggregate outstanding principal amount of the Loans. “Recallable Capital” means any amount distributed to an Investor that may be recalled under the Fund Documents, and which has been set forth as “Recallable Capital” on an updated Borrowing Base Certificate provided to the Administrative Agent. “Required Lenders” means Lenders (excluding Defaulting Lenders) holding more than 50% of the outstanding Loans (excluding Loans held by Defaulting Lenders) on any date of determination. “REIT” means a real estate investment trust qualified as such under Sections 856 through 860 of the Internal Revenue Code and the regulations promulgated thereunder. “Side Letter” means each executed side letter that amends or supplements an Investor’s Subscription Document or other Operative Document of the Guarantor. “Subscription Document” means each executed subscription agreement (including all attachments) documenting an Investor’s interest in a Guarantor, each Side Letter, and documentation of each Investor transfer, repurchase or redemption. “Tax Distribution Notice” means a written notice setting forth, to the Administrative Agent’s reasonable satisfaction, the calculation of any Permitted REIT Distribution and certifying that such Borrower Party remains a REIT. “Term SOFR” means the 1 month forward-looking term SOFR rate published by CME Group (xxxxx://xxx.xxxxxxxx.xxx) two SIFMA trading days prior to each Interest Rate Reset Period.
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USActive 60041977.10 8 (The SIFMA holiday schedule is available at xxxxx://xxx.xxxxx.xxx). If Term SOFR is less than zero, it shall be deemed to be zero. “Term SOFR Loan” means a Loan that bears interest at a rate determined by reference to Term SOFR. “Uncalled Capital Commitment” means the Unfunded Capital Commitments (including Recallable Capital) that may be called to repay the Obligations (excluding any amounts subject to a pending Capital Call). “Unfunded Capital Commitment” means such Investor’s “Unfunded Capital Commitment” (or any correlative term) as such term is defined in its Subscription Document. “Uncommitted Amount” means, with respect to any Lender, the amount of such Xxxxxx’s allocable amount of the Uncommitted Tranche, as set forth on Schedule 1.2 hereto. “Utilization” means a Loan. “Utilization Date” means the date on which a Loan is funded. 1.3 ERISA, Tax and Other Definitions “Affiliate” of any Person means any other Person that controls, is controlled by, or is under common control with, such Person. “Business Day” means any day except Saturday, Sunday or a day on which commercial banks in the State of New York are authorized or required, by Law, to close. “Change in Law” means the occurrence, after the date of this Credit Agreement, of: (a) the adoption, taking effect, or change of any Law, rule, regulation or treaty, or the administration, interpretation, implementation or application thereof, or (b) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law), by any Governmental Authority. “Connection Income Tax” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or gross receipts or that are franchise Taxes or branch profits Taxes. “Debtor Relief Laws” means the United States Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar Laws affecting the rights or remedies of creditors. “ERISA” means the Employee Retirement Income Security Act of 1974. “ERISA Annual Valuation Period” means the “annual valuation period” for each Primary Obligor, as defined in the ERISA Plan Asset Regulations. “ERISA Controlled Group” means a corporation, trade or business (whether or not incorporated) that is, along with any Primary Obligor, a member of a controlled group of trades or businesses as described in Section 414 of the Internal Revenue Code. “ERISA Investor” means an Investor that is:
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USActive 60041977.10 9 (a) an “employee benefit plan” as defined in Section 3(3) of ERISA, subject to Title I of ERISA; (b) any “plan” defined in and subject to Section 4975 of the Internal Revenue Code; or (c) any other entity or account whose assets include or are deemed to include the assets of one or more such employee benefit plans in accordance with Section 3(42) of ERISA and the ERISA Plan Asset Regulations. “ERISA Operating Company” means an “operating company” under the ERISA Plan Asset Regulations. “ERISA Operating Company Opinion” means an opinion of counsel to a Primary Obligor as to its status as an ERISA Operating Company. “ERISA Plan” means any employee benefit plan that is subject to Title IV of ERISA, or any retiree medical plan, each as established or maintained for employees of a Primary Obligor or any member of an ERISA Controlled Group or to which a Primary Obligor, or any member of an ERISA Controlled Group, has any liability. “ERISA Plan Asset Regulations” means 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA. “ERISA Plan Assets” means “plan assets” under the ERISA Plan Asset Regulations. “XXXXX Xxxxxxxx Letter” means an executed letter from the issuer of an opinion to the Administrative Agent and the Lenders providing that the Administrative Agent and the Lenders may rely on such opinion. “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by its net income (however denominated), franchise Taxes, and branch profits Taxes or Taxes similar to branch profits Taxes: (i) imposed by the U.S. or imposed as a result of such Lender being organized under the Laws of, or having its principal office or its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); or (ii) that are Other Connection Taxes; (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Lender pursuant to a Law in effect on: (i) the Closing Date; (ii) the date on which such Lender became a party hereto, except to the extent that amounts with respect to such Taxes were payable to Xxxxxx’s assignor immediately before such Lender became a party hereto; or (iii) the date on which such Lender changes its Lending Office, except to the extent that amounts with respect to such Taxes were payable to such Lender immediately before it changed its Lending Office; (c) Taxes attributable to a Lender’s failure to comply with Section 9.4(c) (Xxxxxx’s Tax Exemption Form); and
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USActive 60041977.10 10 (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. “FATCA” means: (a) Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with); (b) any current or future regulations or official interpretations thereof; (c) any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code; (d) any intergovernmental agreement entered into between the United States and any other Governmental Authority in connection with the implementation of the foregoing, and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement; or (e) any treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing. “Governmental Authority” means any foreign governmental authority, the United States, any State of the United States; and any subdivision, agency, department, commission, board, authority, instrumentality, bureau or court thereof exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government, and any supra-national body such as the European Union, the European Central Bank, the Bank for International Settlements, or the Basel Committee on Banking Supervision, and any United States or foreign regulatory authority acting pursuant to Basel III. “Indemnified Taxes” means: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower or Guarantor under any Loan Document; and (b) Other Taxes. “Insolvent” means the failure to be Solvent. “Internal Revenue Code” means the United States Internal Revenue Code of 1986. “Laws” means all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, and administrative or judicial precedents, including the interpretation or administration thereof by any Governmental Authority, and all judgments, orders, directives, requests, licenses, permits, administrative orders, agreements, and authorizations of any Governmental Authority, whether or not having the force of law. “Lien” means any lien, mortgage, security interest, security assignment, charge, tax lien, pledge, encumbrance, conditional sale, title retention arrangement, or other property interest intended to secure the repayment of indebtedness, now or hereafter arising, by contract, common law or statute. “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of any present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a
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USActive 60041977.10 11 security interest under, engaged in any other transaction pursuant to or enforced under any Loan Document), or its sale or assignment of an interest in any Loan or Loan Document. “Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from: (i) any payment made under, (ii) the execution, delivery, performance, enforcement or registration of, (iii) the receipt or perfection of a security interest under, or (iv) otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment. “Person” means any individual, sole proprietorship, partnership, limited partnership, exempted limited partnership, exempted company, limited liability company, corporation, non-profit corporation, trust, joint venture, association, estate, sovereign government (or agency, instrumentality, or political subdivision thereof), or other entity or organization. “Prime Rate” means the interest rate quoted in the print edition of The Wall Street Journal in the Money Rates Section as the U.S. prime rate. “Prime Rate Loan” means a Loan that bears interest at a rate determined by reference to the Prime Rate. “Proceeding” means any action, suit or investigation, or legal, equitable, arbitration, or administrative proceeding, before any court, arbitrator or Governmental Authority. “Promissory Note” means each promissory note executed and delivered by a Borrower to a Lender in the form of Exhibit G. “Recipient” means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any Borrower Party. “Sanctioned Country” means any country, region or territory subject to Sanctions, including Cuba, Iran, North Korea, Russia, Syria and the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic. “Sanctioned Person” means a Person on a Sanctions List, a target of Sanctions or a Sanctioned Country, including its agencies and instrumentalities, anyone controlled thereby, and any citizen or national of, located in, operating from, or incorporated under the laws thereof. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced by any Sanctions Authority. “Sanctions Authority” means the United States, United Kingdom, United Nations Security Council, European Union, and related agencies, including the Office of Foreign Assets Control, U.S. Department of Commerce, U.S. Department of State, and His Majesty’s Treasury. “Sanctions List” means any list of designated nationals or sanctioned Persons issued by a Sanctions Authority. “Solvent” means: (a) the fair value of the aggregate assets of a Person exceeds its debts and liabilities, subordinated, contingent or otherwise; (b) the fair saleable value of the property of a Person exceeds the amount of its probable debts and liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;
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USActive 60041977.10 12 (c) such Person will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) such Person will not have unreasonably small capital with which to conduct the business in which it is engaged as such business was conducted on the Closing Date. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties. 1.4 Interpretation (a) “Control,” “controlled by,” and “under common control with” mean the direct or indirect power to cause the direction of the management and policies of a Person, whether through an ownership interest, by contract or otherwise. (b) “Including” means “including without limitation”. (c) “Knowledge” and “aware” mean that an officer of a Borrower Party has knowledge of the topic in question. (d) References in any Loan Document to any other Loan Document, or any statute or regulation, include all subsequent amendments thereto. (e) Each reference in any Loan Document to “the” or “a” Borrower refers to the Borrowers or the applicable Borrower, as the context may require. 2. LOANS 2.1 Facilities (a) [Reserved]. (b) Uncommitted Tranche (i) This Credit Agreement creates an uncommitted line of credit (the “Uncommitted Tranche”), and nothing herein shall create any commitment or obligation by any Lender to make any Loan under the Uncommitted Tranche. (ii) Each Lender shall have the absolute and unconditional right, in its sole discretion, to refuse to fund any Loan in respect of its Uncommitted Amount. (iii) Upon request of Xxxxxxx holding the majority of the Uncommitted Amounts under the Uncommitted Tranche, the Administrative Agent shall demand repayment of the Obligations under the Uncommitted Tranche in accordance with Section 3.4(a) (Administrative Agent Demand). (iv) Nothing herein shall affect the demand nature of the Uncommitted Tranche. (c) Funded Tranche (i) “Funded Tranche” means a split of the fully-funded portions of Loans denominated in U.S. dollars made by a Lender to the applicable Borrower and rights relating thereto into a separate funded tranche established as one or more separate instruments under this Credit Agreement in accordance with the following:
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USActive 60041977.10 16 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations in the Aggregate Amounts Due to the other Lenders so that all recoveries shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them. 3. PAYMENTS 3.1 Voluntary Prepayments Any Borrower may prepay the outstanding Obligations without premium or penalty. 3.2 Payment of Obligations (a) All outstanding Obligations shall be due and payable no later than the Maturity Date. (b) All payments under this Credit Agreement shall be indefeasibly paid to the Administrative Agent, for the account of the Lenders to which such payment is owed: (i) without condition or deduction for any setoff, defense, recoupment or counterclaim; and (ii) in the currency in which they were funded. (c) Payments under this Credit Agreement shall be applied, for each Lender, first to the Uncommitted Tranche; provided the applicable Borrower may prepay outstanding Funded Tranche Obligations ahead of the Uncommitted Tranche. (d) If any payment becomes due and payable on a day other than a Business Day, such payment date shall be extended to the next Business Day. (e) Funds received after 3:00 p.m. ET shall be treated as received by the Administrative Agent on the next Business Day. (f) Each Lender shall be entitled to receive its Applicable Percentage (or other applicable share as provided herein) of each payment received by the Administrative Agent hereunder for the account of a Lender, which payment shall be promptly distributed to such Xxxxxx’s lending office. 3.3 Required Period (a) “Required Period” means promptly, and if it is necessary to issue a Capital Call to fund the required payment, within 15 Business Days. (b) Unless the Administrative Agent agrees otherwise, in writing and in its reasonable discretion, upon the earlier of any Borrower Party’s (x) knowledge of any Mandatory Prepayment Event, or (y) receipt of notice thereof from the Administrative Agent: (i) a Capital Call sufficient to make the required payment shall be issued within 5 Business Days, (ii) such Capital Call shall require Investors to fund Capital Contributions within the Required Period, and (iii) such required payment shall be paid within the Required Period, unless otherwise specified herein.
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USActive 60041977.10 17 3.4 Mandatory Prepayment Events “Mandatory Prepayment Event” means each of the following: (a) Administrative Agent Demand If the Administrative Agent demands repayment of the Obligations, the Borrower shall repay the Obligations on or prior to the Maturity Date. (b) Partial Repayments (i) Minimum Capital Contributions If the Investors have funded less than 5% of their Capital Commitments, the Borrower shall repay each Loan within 120 days after such Loan was funded. (ii) Borrowing Base Deficiency If Facility Availability is less than zero, the Borrower shall repay an amount sufficient to cause Facility Availability to be greater than or equal to zero within the Required Period, including as a result of: (A) Investor Transfers If any portion of an Investor’s Capital Commitment is to be transferred to an Investor that has not yet been approved by the Administrative Agent, the Administrative Agent shall recalculate Facility Availability by removing the to-be-transferred Capital Commitment (or portion thereof) from the calculation of Borrowing Base Availability and, in each case, only to the extent thereof. (B) Excused Investors If an Investor exercises any excuse right or, to the knowledge of any Borrower Party, will be excused from participating in an investment, the Administrative Agent shall recalculate Facility Availability by removing from the calculation of Borrowing Base Availability the portion of such Investor’s Capital Commitment that may not be called to repay the Obligations, as calculated by the Administrative Agent in its reasonable discretion. (C) Excluded Investors If an Investor becomes an Excluded Investor, the Administrative Agent shall recalculate Facility Availability by removing the now-Excluded Investor (or the portion of such Investor’s Capital Commitment subject to exclusion) from the calculation of Borrowing Base Availability. (iii) Debt Limitations If the Primary Obligations plus other liabilities of any Borrower or Guarantor exceed the maximum amount or the maximum duration of indebtedness permitted by the Fund Documents (the “Debt Limitations”), then the Borrower shall repay the amount of Primary Obligations or other indebtedness sufficient to comply with the Fund Documents. (c) Full Repayments
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USActive 60041977.10 24 any Capital Commitment or Capital Contribution to an Operative Document Alternative Investment Vehicle. (ii) Any such Operative Document Alternative Investment Vehicle shall be required to join this Credit Agreement. (c) Debt Limitations Shall comply with the Debt Limitations under the Operative Documents. (d) Transactions with an Affiliate of a Lender (i) Shall not knowingly allow the proceeds of any Utilization to be used for the benefit of, or transferred to, an Affiliate of a Lender, such as by using the proceeds to repay an extension of credit from an Affiliate of a Lender or to purchase an asset from an Affiliate of a Lender, or to purchase a security issued or underwritten by an Affiliate of a Lender, in each case, without such Xxxxxx’s prior written consent. (ii) If any proceeds of a Utilization are used for the benefit of, or transferred to, an Affiliate of a Lender, the Borrower shall pay such Lender’s increased cost of capital and funding incurred as a result of its compliance with Section 23A of the Federal Reserve Act, which may, in such Lender’s sole discretion, be by reliance on the exemption in section (d)(4) of Section 23A of the Federal Reserve Act to the extent of any such proceeds, on the later of the Required Period or the next Interest Payment Date. As used in this clause (d), “Affiliate” has the meaning given to such term in Section 23A of the Federal Reserve Act. (e) Mergers and Business Formalities (i) Shall not: (A) commingle its funds with the funds of any other Person, (B) merge or consolidate unless such Borrower Party is the surviving entity, or (C) change its name, jurisdiction of organization or principal place of business without providing at least 10 Business Days’ prior written notice to the Administrative Agent. (ii) Shall: (A) maintain its existence, registration, and all material government licenses, permits and approvals, (B) conduct and present itself as a separate entity, and maintain separate books and records, (C) maintain all business organization formalities, (D) and conduct all transactions with Affiliates on an arm’s length basis. (f) Fiscal Year and Accounting Method
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USActive 60041977.10 25 Shall not change its fiscal year or accounting method without the Administrative Agent’s prior written consent, unless required by the Internal Revenue Code (in which case, the Administrative Agent shall be notified immediately). (g) Access to Books and Records Shall give the Administrative Agent (and its agents) access, upon 3 Business Days’ prior notice, to examine and copy the Borrower Parties’ books and records and inspect their properties during normal business hours. (h) Compliance with Fund Documents and Use of Proceeds Shall: (i) comply with the Fund Documents; and (ii) use the proceeds of Loans and Capital Calls only for purposes permitted by the Fund Documents. (i) Payment of Taxes Shall pay all Taxes imposed upon it or its income, profits, or properties before delinquent, if such failure would have a Material Adverse Effect, other than Taxes being contested in good faith by appropriate proceedings and for which appropriate reserves have been established. (j) Operations and Properties Shall act prudently, in accordance with industry standards, in managing or operating its business, investments, assets and properties, and shall maintain them in good working order and condition, ordinary wear and tear excepted. (k) Compliance with Law Shall comply with all Laws of any Governmental Authority, including environmental Laws and ERISA, if non-compliance would have a Material Adverse Effect. 6. REPRESENTATIONS Each Borrower Party represents, as of the Closing Date, each Utilization Date, and the date of each Facility Limit increase, that: 6.1 Equity Interests and Capital Commitments (a) Subscription Documents (i) The Fund Documents set forth the entire agreement regarding each Investor’s Capital Commitment. (ii) Each Investor’s Subscription Document has been delivered to the Administrative Agent. (b) Capital Commitments and Contributions (i) Under the Fund Documents, Uncalled Capital Commitments may be called at any time to repay the Obligations.
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USActive 60041977.10 27 (g) Margin Stock No Loan proceeds shall be used, directly or indirectly, in violation of Regulations U or X of the Federal Reserve System. (h) Solvency Each Borrower Party is Solvent; and all Borrowers and Guarantors, taken as a whole, are Solvent. (i) Sanctions No Borrower Party or Affiliate thereof is a Sanctioned Person. To each Borrower Party’s knowledge, no Investor is a Sanctioned Person. (j) No Conflicts or Consents (i) The execution, delivery and compliance with the Loan Documents will not conflict with any agreement or Law by which such Borrower Party is bound, including the Fund Documents. (ii) No consent, approval, authorization or order of any Governmental Authority, Investor or third party is required to execute, deliver and comply with the Loan Documents, other than those already obtained as of the date hereof. (k) Investment Company Act No Borrower Party is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940. (l) Taxes Each Borrower Party has filed all tax returns required to be filed in any jurisdiction, and paid all Taxes, if such failure would have a Material Adverse Effect, other than Taxes being contested in good faith by appropriate proceedings and for which appropriate reserves have been established. (m) Litigation and Environmental Liability No Borrower Party has received written notice of any Proceeding or environmental liability, or is aware of any pending or threatened Proceeding or environmental liability, that would have a Material Adverse Effect. (n) Compliance with Law The Borrower Parties are in compliance with all Laws, including environmental Laws, that would have a Material Adverse Effect. (o) ERISA (i) Each Primary Obligor is an ERISA Operating Company or meets an exception to holding ERISA Plan Assets under the ERISA Plan Asset Regulations. (ii) No Primary Obligor or member of an ERISA Controlled Group has established or maintains any ERISA Plan or has any liability with respect to any ERISA Plan.
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USActive 60041977.10 32 (i) the use or misuse of Loan proceeds; (ii) the execution or enforcement of any Loan Document, or any transaction contemplated thereby, whether or not any Indemnitee is a party thereto; and (iii) any gross negligence, fraud, willful misconduct, or breach by any Borrower Party or its Affiliates of any Loan Document or environmental Laws (notwithstanding the acts or omissions of any Indemnitee); provided, however, that this indemnity shall not apply to any Claims arising from the gross negligence, fraud or willful misconduct of an Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable decision. Additionally, this Section 8.2(d) shall not apply with respect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim. (e) Waiver of Consequential Damages Etc. (i) Each Borrower Party waives, to the fullest extent permitted by Law, any Claim against any Indemnitee for special, indirect, consequential or punitive damages arising out of or related to any Loan Document. (ii) The Indemnitees shall not be liable for any Claim arising out of or related to the use by unintended recipients of any information distributed by electronic telecommunications, the internet or other information transmission systems in connection with the Loan Documents, in each case except to the extent such use giving rise to such Claim is the direct result of such Indemnitee’s gross negligence, fraud, or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable decision. (f) Recourse Liability (i) Neither the Investors nor Adviser shall have any liability for the payment or performance of the Obligations, except that losses arising from a Borrower Party’s intentional misconduct, fraud, or willful misapplication of Loan proceeds shall be fully recourse to the Guarantor. (ii) The payment of the Obligations shall be non-recourse to the Investors and the Adviser. (g) ERISA Compliance (i) No Primary Obligor or any member of an ERISA Controlled Group shall establish, maintain or contribute to or become obligated to make any contribution to, or incur any liability with respect to, any ERISA Plan, and no Primary Obligor shall have any employees. (ii) No Primary Obligor shall allow its assets to constitute ERISA Plan Assets. (iii) Assuming that no portion of the Loan is funded with ERISA Plan Assets, unless the applicable Lender is relying on a prohibited transaction exemption, the conditions of which have all been satisfied, no Primary Obligor shall take any action, or omit to take any action, which would give rise to a non-exempt prohibited transaction under Section 4975(c)(1)(A), (B), (C) or (D) of the Internal Revenue Code or Section 406(a) of ERISA that would subject such Lender to any tax, penalty, damages or other claim under the Internal Revenue Code or ERISA.
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USActive 60041977.10 35 (i) the assignee shall have the rights and obligations of a “Lender” hereunder as reflected in the Lender Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) upon recordation of the assignment in the Lender Register, the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Xxxxxx’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided that such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Xxxxxx as a Lender hereunder); (iii) Schedule 1.2 hereto shall be modified to reflect the Uncommitted Amount and Applicable Percentages of such assignee; and (iv) nothing contained herein shall prevent the assigning Lender or its Affiliate (including without limitation the Administrative Agent) from acting as servicer for the assignee Lender to collect payments and enforce the Obligations of the Borrower for the benefit of the assignee Lender. (e) Participations (i) Each Lender shall have the right at any time to sell one or more participations in all or any part of its Exposure to any Eligible Assignee upon the receipt of consent of the Administrative Agent; provided, that the participation will not give rise to increased costs or other amounts under Section 9.3 (Change in Law) or Section 9.4 (Taxes). (ii) The holder of any participation shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver described in Section 8.1(b) (Unanimous Lenders’ Consent) supporting the Loans hereunder in which such participant is participating. (f) Register The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the lenders, and the Loans of, and principal amounts (and stated interest) of the Loans owing to, each lender pursuant to the terms hereof from time to time (the “Lender Register”). The entries in the Lender Register shall be conclusive absent manifest error, and the parties hereto shall treat each person whose name is recorded in the Lender Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement. The Lender Register shall be available for inspection by the parties hereto at any reasonable time and from time to time upon reasonable prior notice. (g) Borrower Party Assignments The Borrower Parties and the Adviser may not transfer or assign their interest under this Credit Agreement without the Administrative Agent’s prior written consent. Notwithstanding the foregoing or anything else in this Credit Agreement, Borrower Parties shall have the right to (a) enter into a services agreement with (1) a taxable REIT subsidiary of such Borrower Party or one or more of Borrower Party’s direct or indirect constituent owners or (2) a direct or indirect subsidiary of such taxable REIT
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GSB-Invesco CREF Credit Agreement ADMINISTRATIVE AGENT: XXXXXXX XXXXX BANK USA By: _______________________________________ Name: Xxx Xxxxxxx Title: Authorized Signatory
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GSB-Invesco CREF Credit Agreement LENDERS: XXXXXXX XXXXX BANK USA By: _______________________________________ Name: Xxx Xxxxxxx Title: Authorized Signatory
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USActive 60041977.10 Annex I Guaranty 1. Guaranty of Payment (a) In consideration of the financial accommodations provided to the Borrower under this Credit Agreement, each Guarantor unconditionally guarantees to the Lenders the prompt payment of the Obligations in full when due (whether as a mandatory prepayment, by demand or otherwise). (b) This guaranty (“Guaranty”) is a guaranty of payment, not of collection, and is a continuing guaranty that shall apply to all of the Obligations whenever arising. (c) If the obligations of any Guarantor are adjudicated to be invalid or unenforceable (including because of any Laws relating to fraudulent conveyances or transfers), then the obligations of such Guarantor shall be limited to the maximum amount permitted by Law. 2. Obligations Unconditional (a) Each Guarantor’s obligations under this Guaranty: (i) are absolute and unconditional, irrespective of the genuineness, validity or enforceability of any of the Loan Documents, to the fullest extent permitted by Law, and irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; and (ii) shall not be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Borrower Party, or by any Borrower Party becoming the subject of any Debtor Relief Law. (b) Nothing in this Guaranty shall prevent the Administrative Agent or any Lender from suing on any Promissory Note or other Loan Document, foreclosing on any Collateral, or exercising any other right under any Loan Document, and the exercise of any of these rights shall not discharge any Guarantor’s obligations under this Guaranty. (c) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations, and proof of the Lenders’ reliance on this Guaranty. (d) The Obligations, and all dealings between the Borrower Parties, the Administrative Agent and the Lenders, have been undertaken, created, contracted or incurred, or renewed, extended, amended or waived, in reliance on this Guaranty. 3. Modifications (a) All or any part of the Collateral now or hereafter held or received for the Obligations may be exchanged, compromised or surrendered from time to time. (b) The Administrative Agent and the Lenders shall have no obligation to protect, perfect, secure or insure any Liens securing payment of the Obligations. (c) Any deposit balance for the credit of a Borrower Party or any other party liable for the Obligations or security therefor may be released, in whole or in part, at, before or after the Obligations are due, all without notice to or assent by any Guarantor, which shall
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USActive 60041977.10 remain bound thereon, notwithstanding any exchange, compromise, surrender, extension, renewal, modification, indulgence or release. 4. Waiver of Rights Each Guarantor expressly waives to the fullest extent permitted by Law: (a) notice of acceptance of this Guaranty by the Administrative Agent for the benefit of the Lenders and of all extensions of credit to any Borrower Party; (b) notice of presentment or demand for payment of the Obligations; (c) protest and notice of dishonor or default on the Obligations or the security therefor; and (d) all other notices to which any Guarantor might otherwise be entitled. 5. Reinstatement The obligations of each Guarantor under this Guaranty shall be automatically reinstated if any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be restored by any holder of any of the Obligations, whether as a result of any Proceeding, Debtor Relief Law or otherwise. 6. Remedies If any of the Obligations become due under Section 3.4 (Mandatory Prepayment Events) or Section 7.1 (Events of Default), then, notwithstanding any stay, injunction or other prohibition, the Obligations shall be immediately due and payable by each Guarantor in accordance therewith. 7. Subrogation Until the full, final and complete satisfaction of the Obligations (other than contingent indemnification obligations for which no claim has been made), each Guarantor shall not exercise, and hereby waives, any right of reimbursement, subrogation, contribution, offset, indemnification or other claim against any Borrower Party, whether arising by contract or operation of Law in connection with any payment made or required to be made by the Guarantors under the Loan Documents.
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USActive 60041977.10 Annex II Guarantor Collateral Security Agreement Each Guarantor (collectively, the “Pledgors”) confirms that it is receiving benefit from the Utilizations, and the security interest granted hereby is a condition to such Utilizations. 1. Grant of Security Interest In order to secure the Obligations, each Pledgor grants a Lien in, pledges and assigns the following collateral, whether now existing or hereafter acquired or arising (the “Collateral”), to the Administrative Agent: (a) the Guarantor’s rights, under the Fund Documents, to the Capital Commitments and Capital Contributions of each Investor; (b) the Guarantor’s rights, under the Fund Documents, to make Capital Calls and enforce each Investor’s obligation to make Capital Contributions; (c) all of the Guarantor’s rights, titles, and interests in each Collateral Account, any successor or substitute accounts, all funds therein or credited xxxxxxx, and all documents evidencing each account; and (d) all proceeds of the foregoing. 2. Covenants (a) Each Pledgor shall take all actions and execute all documents, requested by the Administrative Agent, to: (i) obtain, maintain and confirm the full benefits and rights herein granted; (ii) preserve and maintain the Administrative Agent’s perfected, first priority security interest in the Collateral; (iii) appear in or defend any Proceeding that affects the Collateral Account or the Liens granted hereby; and (iv) ensure that the Investors fund all Capital Contributions directly into the Collateral Account, all at the Pledgors’ expense. (b) Any Capital Call by the Administrative Agent shall be deemed to satisfy any requirement or condition that any Pledgor make a discretionary call on its Investors (which Capital Calls may be in excess of the amount owing under the Credit Agreement in order to result in payment in full of the Obligations). (c) Any Capital Contributions received by any Guarantor outside of the Collateral Account shall be: (i) part of the Collateral and subject to the Administrative Agent’s Liens thereon; (ii) segregated from all other funds of the Guarantor; (iii) held in trust for the Administrative Agent; and
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USActive 60041977.10 (c) any action or omission by the Administrative Agent in connection with the Obligations or the Collateral, irrespective of whether such action or omission prejudices the Borrower or increases the likelihood that the Collateral will be applied to the Obligations. 6. No Liability The Administrative Agent shall not be liable for any act or omission related to the Administrative Agent’s exercise of any right or remedy concerning the Collateral, except as a result of its own gross negligence, fraud or willful misconduct. 7. Subrogation The Borrower shall not exercise any right of subrogation, reimbursement, contribution, offset, indemnification or similar rights against the Borrower or the Collateral until the Obligations have been fully satisfied. 8. UCC Financing Statements (a) The Borrower has reviewed drafts of the UCC financing statements that will be filed to perfect the security interests hereby granted, and they are accurate, and the Administrative Agent is authorized to file such financing statements. (b) No financing statement covering the Collateral has been or will be filed, other than by the Administrative Agent. 9. Release Upon the complete satisfaction of the Obligations and the termination of the facility, the Administrative Agent shall release: (a) the Borrower from its obligations hereunder; and (b) the security granted hereunder, and the Borrower may terminate the UCC financing statements, at its own expense.
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USActive 60041977.10 (o) “Know Your Customer” Information: (i) the name, address and percentage of ownership of each Person that owns an interest in the Borrower, and the Guarantor; (ii) the name of each director of the Borrower and the Guarantor; (iii) a current organization chart of the Borrower Parties; and (iv) the most recent quarterly and annual financial statements of the Borrower and the Guarantor, (p) electronic monitoring access of the Collateral Accounts; (q) payment of all reasonable and documented attorneys’ fees and disbursements invoiced through the date hereof of the Administrative Agent’s special counsel, Cadwalader, Xxxxxxxxxx & Xxxx LLP; and (r) other documents reasonably requested by the Administrative Agent.
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USActive 60041977.10 Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby, nor shall the Administrative Agent be required to ascertain as to the performance of any of the terms of the Loan Documents or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans. (b) Neither the Administrative Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by the Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by the Administrative Agent’s gross negligence, fraud or willful misconduct, as determined by a court of competent jurisdiction in final, non-appealable judgment. (c) The Administrative Agent may perform any and all of its duties and exercise its rights and powers under the Loan Documents by or through any one or more sub-agents appointed by it, provided that the Administrative Agent may do so only with the consent of the Borrower (not to be unreasonably withheld). The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates (each also a “sub-agent”). The provisions of this Annex V shall apply to any sub-agents and shall apply to their respective activities in connection with all activities as the Administrative Agent. (d) Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative Agent and each receiver and delegate: (i) such sub-agent, receiver or delegate shall be a third party beneficiary under this Credit Agreement with respect to all such rights (including exculpatory and indemnification rights) and shall have an independent right of action to enforce such rights directly, without the consent or joinder of any other Person, against any or all of Borrower Parties and the Lenders, (ii) such rights shall not be amended without the consent of such sub-agent, receiver or delegate, and (iii) such sub-agent, receiver or delegate shall only have obligations to the Administrative Agent and not to any other Person, and no other Person shall have any rights, as a third party beneficiary or otherwise, against such sub- agent, receiver or delegate. (e) The Administrative Agent shall not be responsible for the conduct of such sub-agents, receivers, delegates or attorneys appointed by them with due care. (f) The Administrative Agent shall not be deemed to have knowledge of any Event of Default or Mandatory Prepayment Event unless and until written notice is delivered to the Administrative Agent by the Borrower or a Lender and absent such notice, the Administrative Agent may conclusively assume that there is no Event of Default or Mandatory Prepayment Event, and shall have no duty to determine whether any such circumstance or event has occurred. Except with respect to notices of Events of Default and Mandatory Prepayment Events that have been delivered to the Administrative Agent, information in notices or other documents and other publicly available information shall not constitute actual or constructive knowledge. (g) The powers conferred on the Administrative Agent under the Loan Documents are solely to protect the Lenders’ interests in the Collateral, shall not impose any duty upon the Administrative Agent to exercise any such powers and are subject to the provisions of this Credit Agreement.
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USActive 60041977.10 (h) The Administrative Agent shall not have any responsibility for taking any necessary steps to protect, preserve or exercise rights against any Person with respect to any of the Collateral (except to the extent expressly required in the Loan Documents). (i) The Administrative Agent does not have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by the Person purporting to own it or that the Liens granted to it pursuant to the Loan Documents have been created, perfected or enforced, or are entitled to any particular priority. (j) The Administrative Agent shall not be responsible or liable for any failure to monitor or maintain any portion of the Collateral. (k) The Administrative Agent shall not ever be required to advance its own funds or incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers under the Loan Documents. (l) Each Lender waives, to the fullest extent permitted by Law, any claim against the Administrative Agent for any special, indirect, punitive or consequential damages. (m) The Administrative Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes, terrorist attacks or other disasters. (n) The Administrative Agent shall be entitled to consult with and rely upon advice of counsel and such advice shall be full protection and authorization for any action taken or omitted by the Administrative Agent in good faith thereon. (o) If the Administrative Agent shall require any information to perform its duties under the Loan Documents, the Borrower shall provide, or cause to be provided, such information to the Administrative Agent promptly upon request. (p) The Administrative Agent shall not have any duty to see to: (i) any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (ii) any insurance, or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied in connection with this Credit Agreement (except as set forth in Section 9.4 (Taxes)). (q) The Administrative Agent shall not be required to give any bond or surety in respect of the execution of this Credit Agreement. (r) The Administrative Agent shall not be under any obligation to exercise any of the rights vested in it by this Credit Agreement or to enforce any remedy or realize upon any of the Collateral unless it has been offered security or indemnity satisfactory to it against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) that might be incurred by it in compliance with such request or direction.
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USActive 60041977.10 that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the applicable commitments; provided that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx having been a Defaulting Lender. (d) Defaulting Lender Set-Off. If any Defaulting Lender shall exercise any such right of setoff under Section 7.5 (Set-Off): (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.8 (Ratable Sharing) and Section 3.2 (Payment of Obligations) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. (e) Assignments by Defaulting Lenders. Notwithstanding anything to the contrary in Section 8.4 (Assignments and Participations), no assignment of any rights or obligations by a Defaulting Lender shall be effective unless and until, in addition to the other conditions set forth herein, the parties to the assignment make payments to the Administrative Agent in an aggregate amount sufficient to (i) pay in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (ii) acquire its full Exposure. Notwithstanding the foregoing, if any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (e), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Credit Agreement until such compliance occurs.
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USActive 60041977.10 (f) pay its operating expenses and liabilities only out of its own assets; (g) distribute proceeds of the Loans to the Guarantor; and (h) ensure that its limited liability company agreement includes the requirements, covenants and limitations set forth in this Annex VI. 3. Negative Covenants The Borrower shall not: (a) hold out its credit to satisfy, or pledge its assets as security for, the obligations of any other person, whether directly or by assignment or as a guarantor or other surety (including under any lease), other than in accordance with the Loan Documents; (b) take any Material Action without the unanimous affirmative vote of each member of its board of managers (or the equivalent); (c) have any employees or any subsidiaries; (d) except as permitted by the Loan Documents, engage in any business or activity other than making the Utilizations pursuant to the Credit Agreement and such other activities which are necessary, required or advisable in connection therewith; (e) sell, transfer, assign, participate, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (by security interest, lien (statutory or otherwise), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever or otherwise) (or permit such to occur or suffer such to exist), any part of its assets (subject to any Permitted Liens), except as expressly permitted by the Loan Documents; (f) claim any credit on the principal or interest payable or amounts distributable in respect of any Utilization or assert any claim against the lender by reason of the payment of any taxes levied or assessed upon any part of its assets; (g) (i) incur, assume or guarantee any indebtedness or any contingent obligations, other than the Obligations or (ii) issue any additional equity interests (other than those outstanding on the date hereof), it being understood that receipt of additional capital contributions by the Borrower from a Guarantor is not prohibited by this clause (ii); (h) make or incur any capital expenditures, except de minimis expenses required to perform its functions in accordance with the terms of the Loan Documents; (i) enter into any transaction with an unaffiliated person other than on arm’s length terms and at market rates. (j) maintain any bank accounts or securities accounts other than any account maintained to receive Utilization proceeds; (k) other than the Loan Documents, enter into any agreement or contract with any person unless such contract or agreement contains “limited recourse” and “non-petition” provisions (i) which limited recourse provisions provide that the obligations of the Borrower are limited recourse obligations, payable solely from assets other than the collateral; and
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USActive 60041977.10 (ii) which non-petition provisions provide that, prior to the date that is one year and one day after all obligations have been paid in full (or, if longer, the applicable preference period under applicable Debtor Relief Law), such person shall not take any action or institute any proceeding against a Borrower under any insolvency law applicable to it or which would be reasonably likely to cause it to be subject to, or seek protection of, any such Debtor Relief Law; provided that such person shall be permitted to become a party to and to participate in any proceeding or action under any such Debtor Relief Law that is initiated by any other person other than one of its Affiliates; (l) amend any limited recourse or non-petition provisions of any agreement; (m) acquire any assets or take any action that would require it to be registered as an “investment company” within the meaning of the Investment Company Act of 1940; (n) engage in any transaction with any person that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Loan Documents shall not be deemed to be a transaction that would constitute a conflict of interest); or (o) except as provided in Section 5.2 of this Credit Agreement, amend, modify or terminate its limited liability company agreement.
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USActive 60041977.10 Annex VII [Reserved]
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USActive 60041977.10 (v) an incumbency certificate; (e) a legal opinion relating to the Qualified Borrower and the QB Guaranty; (f) a Promissory Note, if requested by the Lenders, in the maximum amount of the Loans to be advanced to the Qualified Borrower; (g) an ERISA opinion or certificate: (i) an ERISA Operating Company Opinion (or an ERISA Operating Company Opinion with an ERISA Reliance Letter); or (ii) a certificate certifying that the assets of the Qualified Borrower do not constitute ERISA Plan Assets because less than 25% of the total value of each class of equity interests in the Qualified Borrower is held by “benefit plan investors” under Section 3(42) of ERISA or such Qualified Borrower satisfies another exception to holding ERISA Plan Assets (provided that such other exception is stated in such certificate); (h) appointment of an agent for the service of process in the U.S. if the Qualified Borrower was organized in a jurisdiction outside the U.S.; (i) payment of all fees and expenses (including reasonable attorneys’ fees) due and payable as of the date of the Qualified Borrower Promissory Note; (j) other documents reasonably requested by the Administrative Agent. This Credit Agreement shall be binding and effective upon Qualified Borrowers from the time of execution and delivery of a Promissory Note until such Qualified Borrower’s Promissory Note is indefeasibly paid in full, at which time such Qualified Borrower’s Obligations hereunder (and the related QB Guaranty) shall terminate, and such Qualified Borrower shall no longer be a party hereto. 3. Modifications The provisions of this Credit Agreement are further supplemented and modified as follows: (a) Each reference to a “Borrower” includes each Qualified Borrower, provided that no Qualified Borrower is a Primary Obligor. (b) Each QB Guaranty is a Loan Document. (c) For purposes of Section 4.1 (Notice Procedures), the reference to “Schedule 1.1” includes “or, with respect to any Qualified Borrower, as set forth on its Promissory Note.” (d) For purposes of Section 4.2(g) (Material Adverse Effect), a Material Adverse Effect on a Qualified Borrower shall mean: (i) any circumstance that could reasonably be expected to have a material adverse effect on a Qualified Borrower’s operations, business, assets, liabilities, or financial condition, (ii) any Qualified Borrower avails itself of, or becomes the subject of, any Debtor Relief Law, or (iii) any change of control of a Qualified Borrower.
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USActive 60041977.10 (e) Notwithstanding anything to the contrary in: (i) Section 7.4 (Application of Payments), any amount paid by a Qualified Borrower shall only be applied to such Qualified Borrower’s Obligations; (ii) Section 8.2(a) (Payment of Expenses), each Qualified Borrower shall only pay costs and expenses incurred in connection with such Qualified Borrower’s Promissory Note; (iii) Section 8.2(d) (Indemnification), each Qualified Borrower agrees to indemnify the Indemnitees on a several basis; and (iv) Section 8.5(d) (Joint and Several Liability), each Qualified Borrower shall be severally liable for its Obligations, but not the Obligations of any other Borrower.