Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iii) the Senior Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of Revolving Loans obtained to fund Unfunded Amounts: (i) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such Loan; (ii) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan; (iii) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (iv) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (v) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing).
Appears in 8 contracts
Sources: Credit Agreement (Blue Owl Credit Income Corp.), Credit Agreement (Blue Owl Credit Income Corp.), Credit Agreement (Blue Owl Credit Income Corp.)
Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2;
(b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iiiii) the Senior Advance Rate Test shall be satisfied;
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Amounts:
(i) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such Loan;
(ii) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan;
(iii) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(iv) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(v) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing).
Appears in 6 contracts
Sources: Credit Agreement (Blue Owl Capital Corp), Credit Agreement (Blue Owl Capital Corp), Credit Agreement (Owl Rock Capital Corp)
Borrowings and Issuance. The obligation of any Revolving Lender to make a its initial Revolving Loan on the occasion of any the initial Borrowing is subject to the satisfaction of the following conditions:conditions (provided, however, that in the event the Revolving Lender makes its initial Revolving Loan, such conditions will be deemed to be satisfied or waived, as applicable):
(a) The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (w) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (x) delivery of such Collateral in accordance with Section 8.7 to the Custodian or the Document Custodian, as applicable, shall have been effected, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts for such Collateral in its possession to the Document Custodian in accordance with Sections 5.26 and 14.1(b) and (z) all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created by the Granting Clause have been taken.
(b) The Agents shall have received a Notice certificate of an Authorized Officer of the Services Provider (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect that, (1) in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Initial Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon the Grant by the Borrower of a security interest in the Collateral pursuant to the Granting Clause and upon the delivery of Collateral that is required to be delivered to the Collateral Agent hereunder, the filing of all UCC-1 financing statements as are necessary to perfect the interests of the Secured Parties in the Collateral and the execution of the Account Control Agreement, the Collateral Agent shall have a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by Section 2.2this Agreement and (2) immediately before and after giving effect to the Borrowings, the Overcollateralization Ratio Test shall be satisfied (as demonstrated in a writing attached to the certificate of the Services Provider).
(c) The Agents shall have received a certificate of an Authorized Officer of the Borrower certifying that:
(i) the Closing Date Portfolio Condition is satisfied;
(bii) immediately after giving effect to such the Borrowings to be made on the Initial Borrowing Date (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis such Borrowing shall not be permitted), (ibasis) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such the Initial Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iii) the Senior Advance Rate Test shall be satisfied;
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Amounts:
(iiii) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such LoanRevolving Loans;
(iiiv) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Initial Borrowing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such LoanLoans;
(iiiv) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;; and
(ivvi) each of the Loan Documents remains is in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and.
(vd) immediately after giving effect The Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; provided that sufficient notice of such request has been given to the requested Borrowing, the Eligibility Criteria Borrower (though nothing herein shall be satisfied (as demonstrated in a writing attached impose an obligation on any Agent to make any such Notice of Borrowingrequest).
Appears in 5 contracts
Sources: Credit Agreement (Blue Owl Capital Corp), Credit Agreement (Owl Rock Capital Corp II), Credit Agreement (Owl Rock Capital Corp II)
Borrowings and Issuance. The obligation of any Revolving Lender to make a its initial Revolving Loan on the occasion of any the initial Borrowing is subject to the satisfaction of the following conditions:conditions (provided, however, that in the event the Revolving Lender makes its initial Revolving Loan, such conditions will be deemed to be satisfied or waived, as applicable):
(a) The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (w) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (x) delivery of such Collateral in accordance with Section 8.7 to the Custodian or the Document Custodian, as applicable, shall have been effected, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts for such Collateral in its possession to the Document Custodian in accordance with Sections 5.26 and 14.1(b) and (z) all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created by the Granting Clause have been taken.
(b) The Agents shall have received a Notice certificate of an Authorized Officer of the Services Provider (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect that, (1) in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Initial Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon the Grant by the Borrower of a security interest in the Collateral pursuant to the Granting Clause and upon the delivery of Collateral that is required to be delivered to the Collateral Agent hereunder, the filing of all UCC-1 financing statements as are necessary to perfect the interests of the Secured Parties in the Collateral and the execution of the Account Control Agreement, the Collateral Agent shall have a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by Section 2.2this Agreement and (2) immediately before and after giving effect to the Borrowings, the Overcollateralization Ratio Test shall be satisfied (as demonstrated in a writing attached to the certificate of the Services Provider).
(c) The Agents shall have received a certificate of an Authorized Officer of the Borrower certifying that:
(i) the Closing Date Portfolio Condition is satisfied;
(bii) immediately after giving effect to such the Borrowings to be made on the Initial Borrowing Date (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis such Borrowing shall not be permitted), (ibasis) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such the Initial Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iii) the Senior Advance Rate Test shall be satisfied;
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Amounts:
(iiii) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such LoanRevolving Loans;
(iiiv) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Initial Borrowing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such LoanLoans;
(iiiv) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;; and
(ivvi) each of the Loan Documents remains is in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and.
(vd) immediately after giving effect The Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; provided that sufficient notice of such request has been given to the requested Borrowing, the Eligibility Criteria Borrower (though nothing herein shall be satisfied (as demonstrated in a writing attached impose an obligation on any Agent to make any such Notice of Borrowingrequest).
Appears in 3 contracts
Sources: Credit Agreement (Owl Rock Capital Corp), Credit Agreement (Owl Rock Capital Corp), Credit Agreement (Owl Rock Capital Corp)
Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2;
(b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iii) the Senior Advance Rate Test shall be satisfied;
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;; and
(d) except each of the following conditions is satisfied (except, with respect to clauses (ii) through (v) below, in the case of Revolving Loans obtained to fund Unfunded Amounts:):
(i) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such LoanLoan (provided that, with respect to a Default that does not constitute an Event of Default, the foregoing is limited to the best of the Borrower’s knowledge with respect to any administrative error or omission that would, with the passage of time or the giving of notice, constitute an Event of Default);
(ii) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan;
(iii) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(iv) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(v) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing).
Appears in 3 contracts
Sources: Credit Agreement (Blue Owl Credit Income Corp.), Credit Agreement (Blue Owl Credit Income Corp.), Credit Agreement (Blue Owl Credit Income Corp.)
Borrowings and Issuance. The obligation of any Revolving Lender to make a its initial Revolving Loan on the occasion of any the initial Borrowing is subject to the satisfaction of the following conditions:conditions (provided, however, that in the event the Revolving Lender makes its initial Revolving Loan, such conditions will be deemed to be satisfied or waived, as applicable):
(a) The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (w) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (x) delivery of such Collateral in accordance with Section 8.7 to the Custodian or the Document Custodian, as applicable, shall have been effected, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts for such Collateral in its possession to the Document Custodian in accordance with Sections 5.26 and 14.1(b) and (z) all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created by the Granting Clause have been taken.
(b) The Agents shall have received a Notice certificate of an Authorized Officer of the Services Provider (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect that, (1) in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Initial Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon the Grant by the Borrower of a security interest in the Collateral pursuant to the Granting Clause and upon the delivery of Collateral that is required to be delivered to the Collateral Agent hereunder, the filing of all UCC-1 financing statements as are necessary to perfect the interests of the Secured Parties in the Collateral and the execution of the Account Control Agreement, the Collateral Agent shall have a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by Section 2.2this Agreement and (2) immediately before and after giving effect to the Borrowings, the Overcollateralization Ratio Test shall be satisfied (as demonstrated in a writing attached to the certificate of the Services Provider).
(c) The Agents shall have received a certificate of an Authorized Officer of the Borrower certifying that:
(i) the Closing Date Portfolio Condition is satisfied;
(bii) immediately after giving effect to such the Borrowings to be made on the Initial Borrowing Date (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis such Borrowing shall not be permitted), (ibasis) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such the Initial Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iii) the Senior Advance Rate Test shall be satisfied;
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Amounts:
(iiii) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such LoanRevolving Loans;
(iiiv) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Initial Borrowing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such LoanLoans;
(iiiv) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;; and
(ivvi) each of the Loan Documents remains is in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(v) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing).
Appears in 2 contracts
Sources: Credit Agreement (Blue Owl Capital Corp), Credit Agreement (Owl Rock Capital Corp)
Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2;
(b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iii) the Senior Advance Rate Test shall be satisfied;
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Amounts:
(i) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such Loan;
(ii) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan;
(iii) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(iv) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(v) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing).
Appears in 2 contracts
Sources: Credit Agreement (Owl Rock Capital Corp II), Credit Agreement (Owl Rock Capital Corp II)
Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2;
(b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iiiii) the Senior Advance Rate Test shall be satisfied;
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Exposure Amounts:;
(i) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such Loan;; and
(ii) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan;
(iiie) no law or regulation shall have been adoptedimmediately before and after the making of such Borrowing on the applicable Borrowing Date, no order, judgment or decree of any governmental authority shall have been issued, each Coverage Test and no litigation the Senior Advance Rate Test shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, satisfied; and
(f) with respect to (i) Collateral Loans purchased with Loans, such Loan shall be denominated in the same Eligible Currency as such Collateral Loan, (ii) Collateral Loans purchased with available Collections, such Collections shall be denominated in the same Eligible Currency as the Collateral Loan acquired in connection with such reinvestment and (iii) any threatened litigationCollateral Loans, seeks to enjoin, prohibit or restrain the funding or repayment clause (p) of the Loans or definition of Concentration Limitations must be satisfied; provided that, subject to the consummation of the transactions among the Borrowerabove, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(iva) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, may request a Loan in each caseDollars solely to repay any Loan in an Eligible Currency other than Dollars, to the extent the Foreign Currency Loan Amount would not exceed the Foreign Currency Sublimit on such Person is a party thereto day, within two (except for those provisions 2) Business Days of any receipt of such Loan Document not materialin Dollars, individually or and shall instruct the Collateral Agent to convert such Loan into such Eligible Currency, and (b) the Borrower may convert amounts on deposit in the aggregate with Collection Accounts into any other affected provisions, to the interests of Eligible Currency at any of the Lenders); and
(v) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)time.
Appears in 2 contracts
Sources: Credit Agreement (Golub Capital Private Credit Fund), Credit Agreement (Golub Capital Private Credit Fund)
Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2;
(b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iiiii) the Senior Advance Rate Test shall be satisfied;
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Amounts:;
(i) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such Loan;
(ii) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan;
(iii) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(iv) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(v) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated certified in a writing attached to such Notice of Borrowing).
Appears in 2 contracts
Sources: Credit Agreement (Owl Rock Capital Corp), Credit Agreement (Owl Rock Capital Corp)
Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
: (a) the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2;
; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iii) the Senior Advance Rate Test shall be satisfied;
; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
; and (d) except in each of the case of Revolving Loans obtained to fund Unfunded Amounts:
following conditions is satisfied: (i) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such Loan;
; (ii) the representations and warranties of the Borrower Borrowers contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan;
; (iii) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the BorrowerBorrowers, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the BorrowerBorrowers, the Services ProviderServicer, the Lenders and the Agents contemplated by this Agreement;
(iv) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(v) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing).
Appears in 1 contract
Sources: Credit Agreement (Nuveen Churchill Private Capital Income Fund)
Borrowings and Issuance. The obligation of any Revolving Lender to make a its initial Revolving Loan on the occasion of any the initial Borrowing is subject to the satisfaction of the following conditions:conditions (provided, however, that in the event the Revolving Lender makes its initial Revolving Loan, such conditions will be deemed to be satisfied or waived, as applicable):
(a) The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (w) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (x) delivery of such Collateral in accordance with Section 8.7 to the Custodian or the Document Custodian, as applicable, shall have been effected, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts for such Collateral in its possession to the Document Custodian in accordance with Sections 5.26 and 14.1(b) and (z) all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created by the Granting Clause have been taken.
(b) The Agents shall have received a Notice certificate of an Authorized Officer of the Services Provider (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect that, (1) in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Initial Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon the Grant by the Borrower of a security interest in the Collateral pursuant to the Granting Clause and upon the delivery of Collateral 726098183 52 730008998.8 17559657 52 that is required to be delivered to the Collateral Agent hereunder, the filing of all UCC-1 financing statements as are necessary to perfect the interests of the Secured Parties in the Collateral and the execution of the Account Control Agreement, the Collateral Agent shall have a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by Section 2.2this Agreement and (2) immediately before and after giving effect to the Borrowings, the Overcollateralization Ratio Test shall be satisfied (as demonstrated in a writing attached to the certificate of the Services Provider).
(c) The Agents shall have received a certificate of an Authorized Officer of the Borrower certifying that:
(i) the Closing Date Portfolio Condition is satisfied;
(bii) immediately after giving effect to such the Borrowings to be made on the Initial Borrowing Date (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis such Borrowing shall not be permitted), (ibasis) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such the Initial Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iii) the Senior Advance Rate Test shall be satisfied;
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Amounts:
(iiii) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such LoanRevolving Loans;
(iiiv) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Initial Borrowing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such LoanLoans;
(iiiv) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;; and
(ivvi) each of the Loan Documents remains is in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and.
(vd) immediately after giving effect The Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; provided that sufficient notice of such request has been given to the requested Borrowing, the Eligibility Criteria Borrower (though nothing herein shall be satisfied (as demonstrated in a writing attached impose an obligation on any Agent to make any such Notice of Borrowingrequest).
Appears in 1 contract
Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) in the case of the initial Borrowing hereunder:
(i) the conditions precedent set forth in Section 3.1 hereof shall have been fully satisfied on or prior to the Initial Borrowing Date;
(ii) the Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (x) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Initial Borrowing Date shall be effective in all relevant jurisdictions, (y) delivery of such Collateral in accordance with Section 8.8 (including any promissory notes, executed assignment agreements and Microsoft Word or portable document format (.pdf) copies of the principal credit agreement for each initial Collateral Obligation, to the extent in the possession of the Borrower) to the Document Custodian shall have been effected and (z) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral;
(iii) the Agents shall have received a certificate of an Authorized Officer of the Collateral Manager (which certificate shall include a schedule listing the Collateral Obligations owned by the Borrower on the Initial Borrowing Date), to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Closing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by this Agreement;
(iv) the Administrative Agent shall have received evidence reasonably satisfactory to it that all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited and evidence of the payment by the Borrower of all fees and expenses due and payable in connection with the Closing Date and the Initial Borrowing Date;
(v) immediately after giving effect to such Borrowing, (A) the Principal Collateralization Amount is equal to or greater than $70,000,000 and (B) the Borrower owns Collateral Obligations with a total of at least 10 different Obligors; and
(vi) the Borrower shall have paid all reasonable and documented fees and out-of-pocket fees (including any agreed arrangement fee payable to MUFG or one of its affiliates), costs and expenses of the Agents, the Lenders, respective legal counsel and each other Person (other than MUFG or its affiliates) as mutually agreed upon by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents.
(b) the Administrative Agent shall have received (x) a Notice of Borrowing (including a Borrowing Calculation Statement) as required by Section 2.22.2 and the conditions set forth in clause (c) below are met in connection with such Borrowing (as evidenced by the Notice of Borrowing) and (y) a schedule or other document setting forth (i) the intended use for the proceeds of such Borrowing (including the Collateral Obligations intended to be acquired using such proceeds) and (ii) with respect to each such Collateral Obligation, (A) the settlement date thereof and (B) the information set forth in items 8a, 8b, 8c, 8d, 8h, 8i, 8j, 8k and 8l of Exhibit D;
(bc) in the case of any Borrowing, immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date, .
(iid) the aggregate outstanding principal amount of the Term Loans shall Requested Amount does not exceed the Total Term Commitment as in effect on Advance Rate with respect to a Collateral Obligation to be acquired using the proceeds of such Borrowing Date and (iii) which, for avoidance of doubt, will be calculated on a per Collateral Obligation basis), in each case, as demonstrated in the Senior Borrowing Calculation Statement attached to such Notice of Borrowing, by referencing such information including, but not limited to, the identity of the Collateral Obligation, the calculation of the Advance Rate Test shall be satisfiedper Collateral Obligation and the calculation of the Advance Rate Test;
(ce) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Amounts:
(if) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such LoanLoans;
(iig) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding Borrowing of such Loan;
(iii) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(iv) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)Loans; and
(vh) immediately before and after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing the Borrowing Calculation Statement attached to such Notice of Borrowing).
Appears in 1 contract
Sources: Credit Agreement (AB Private Credit Investors Corp)
Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing Funding on the occasion of the Initial Funding Date is subject to the satisfaction of the following conditions:
(a) in the Administrative case of the initial Funding on the Initial Funding Date hereunder:
(i) the conditions precedent set forth in Section 3.1 hereof shall have been fully satisfied and the Borrower shall be in compliance with Section 5.34 hereof on or prior to the Initial Funding Date;
(ii) the Agents shall have received evidence satisfactory to the Facility Agent and the Lenders that (x) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Initial Funding Date shall be effective in all relevant jurisdictions, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts in its possession to the Document Custodian in accordance with Section 14.1(b) of the Credit Agreement and (z) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral;
(iii) the Agents shall have received a certificate of an Authorized Officer of the Services Provider (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Funding Date), to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Funding Date and immediately prior to the delivery thereof on or prior to the Initial Funding Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Closing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by this Agreement;
(iv) the Facility Agent shall have received a Notice evidence reasonably satisfactory to it that all amounts required to be deposited in any of Borrowing the Covered Accounts as required of the Closing Date pursuant to Section 8.3 shall have been so deposited and evidence of the payment by Section 2.2the Borrower of all fees and expenses due and payable in connection with the Closing Date and the Initial Funding Date;
(bv) immediately after giving effect to such Borrowing Funding, (A) the Aggregate Principal Balance of the Collateral Loans (excluding any Defaulted Loans) plus the aggregate amount of funds on deposit in the Future Funding Reserve Account, plus the aggregate amount of funds on deposit in the Collection Account, including Eligible Investments, constituting Principal Proceeds is equal to or greater than $307,700,000, (B) the Diversity Score is greater than 15 and (C) the Borrower owns Collateral Loans with a total of at least 20 different Obligors; and
(vi) the Borrower shall have paid all reasonable and documented fees and out-of-pocket fees (including any agreed arrangement fee payable to the Arranger), costs and expenses of the Agents, the Lenders, their respective legal counsel, S&P and each other Person (other than the Arranger) as mutually agreed upon by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents.
(b) the Facility Agent shall have received (x) a Notice of Funding as required by Section 2.2 and the conditions set forth in clause (c) below are met in connection with such Funding (as evidenced by the Notice of Funding) and (y) a schedule or other document setting forth (i) the intended use for the proceeds of such Funding (including the Collateral Loans intended to be acquired using such proceeds) and (ii) with respect to each such Collateral Loan, (A) the settlement date thereof and (B) the information set forth in items 8a, 8b, 8c, 8d, 8h, 8i, 8j, 8k and 8l of Exhibit D;
(c) immediately after giving effect to such Funding (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis basis, such Borrowing Funding shall not be permitted)):
(i) in the case of a Class A-R Borrowing, (ia) the aggregate outstanding principal amount of the Revolving Class A-R Loans shall not exceed the Total Revolving Class A-R Commitment as in effect on such Borrowing DateFunding Date and (b) the Senior Advance Rate Test is satisfied;
(ii) in the case of a Class A-D1 Borrowing, (iia) the aggregate outstanding principal amount of the Term Class A-D1 Loans shall not exceed (x) the Total Term Class A-D1 Commitment as in effect on such Funding Date, (y) on the Closing Date, $166,000,000 (with respect to the Class A-D1 Borrowing Date on such date) and (iiiz) on each Class A-D Funding Date after the Closing Date, $83,000,000 (with respect to the Class A-D1 Borrowing on such date) and (b) the Senior Advance Rate Test is satisfied; and
(iii) in the case of a Class A-D2 Borrowing, (a) the aggregate outstanding principal amount of the Class A-D2 Loans shall be not exceed (x) the Total Class A-D2 Commitment as in effect on such Funding Date, (y) on the Closing Date, $34,000,000 (with respect to the Class A-D2 Borrowing on such date) and (z) on each Class A-D Funding Date after the Closing Date, $17,000,000 (with respect to the Class A-D2 Borrowing on such date) and (b) the Senior Advance Rate Test is satisfied;
(civ) in the case of a Class A-D3 Borrowing, (a) the aggregate outstanding principal amount of the Class A-D3 Loans shall not exceed (x) the Total Class A-D3 Commitment as in effect on such Funding Date, (y) on the Class A-D Initial Delayed Funding Date, $93,375,000 (with respect to the Class A-D3 Borrowing on such date) and (z) on each Class A-D Funding Date after the Class A-D Initial Delayed Funding Date, $93,375,000 (with respect to the Class A-D3 Borrowing on such date) and (b) the Senior Advance Rate Test is satisfied;
(v) in the case of a Class A-D4 Borrowing, (a) the aggregate outstanding principal amount of the Class A-D4 Loans shall not exceed (x) the Total Class A-D4 Commitment as in effect on such Funding Date, (y) on the Class A-D Initial Delayed Funding Date, $19,125,000 (with respect to the Class A-D4 Borrowing on such date) and (z) on each Class A-D Funding Date after the Class A-D Initial Delayed Funding Date, $19,125,000 (with respect to the Class A-D4 Borrowing on such date) and (b) the Senior Advance Rate Test is satisfied;
(d) [reserved];
(e) no Commitment Shortfall shall exist after giving effect to such BorrowingFunding;
(df) except in the case of Revolving Class A-R Loans obtained to fund Unfunded Amounts:
(i) , immediately before and after such BorrowingFunding, no Default shall have occurred and be continuing both before and after giving effect to the funding of such LoanLoans;
(iig) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing Funding (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such LoanLoans;
(iiih) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(ivi) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(vj) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, immediately before and after giving effect to the requested BorrowingFunding, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of BorrowingFunding).
Appears in 1 contract
Borrowings and Issuance. The obligation of any Revolving Lender to make a its initial Revolving Loan on the occasion of any the initial Borrowing is subject to the satisfaction of the following conditions:conditions (provided, however, that in the event the Revolving Lender makes its initial Revolving Loan, such conditions will be deemed to be satisfied or waived, as applicable):
(a) The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (w) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (x) delivery of such Collateral in accordance with Section 8.7 to the Custodian or the Document Custodian, as applicable, shall have been effected, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts for such Collateral in its possession to the Document Custodian in accordance with Sections 5.26 and 14.1(b) and (z) all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created by the Granting Clause have been taken.
(b) The Agents shall have received a Notice certificate of Borrowing as required by Section 2.2;
(b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any an Authorized Officer of the following limits would be exceeded Services Provider (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on a pro forma basis such the Initial Borrowing shall not be permittedDate), to the effect that, (i1) in the aggregate outstanding principal amount case of each item of Collateral pledged to the Revolving Loans shall not exceed Collateral Agent, on the Total Revolving Commitment as in effect Initial Borrowing Date and immediately prior to the delivery thereof on such or prior to the Initial Borrowing Date, (iiA)(w) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iii) the Senior Advance Rate Test shall be satisfied;
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Amounts:
(i) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such Loan;
(ii) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan;
(iii) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(iv) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(v) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing).the
Appears in 1 contract
Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) Section 3.3.1 the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2;
(b) Section 3.3.2 immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iii) the Senior Advance Rate Test shall be satisfied;
(c) Section 3.3.3 no Commitment Shortfall shall exist after giving effect to such Borrowing;; and
(d) except in Section 3.3.4 each of the case of Revolving Loans obtained to fund Unfunded Amountsfollowing conditions is satisfied:
(ia) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such Loan;
(iib) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan;
(iiic) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services ProviderServicer, the Lenders and the Agents contemplated by this Agreement;
(iv) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(vd) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing).
Appears in 1 contract
Sources: Credit Agreement (Nuveen Churchill Private Capital Income Fund)
Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2;
(b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iiiii) the Senior Advance Rate Test shall be satisfied;
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Amounts:
(i) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such Loan;
(ii) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan;
(iii) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(iv) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(v) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated certified in a writing attached to such Notice of Borrowing).
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Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing Funding on the occasion of the Initial Funding Date is subject to the satisfaction of the following conditions:
(a) in the Administrative case of the initial Funding on the Initial Funding Date hereunder:
(i) the conditions precedent set forth in Section 3.1 hereof shall have been fully satisfied and the Borrower shall be in compliance with Section 5.34 hereof on or prior to the Initial Funding Date;
(ii) the Agents shall have received evidence satisfactory to the Facility Agent and the Lenders that (x) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Initial Funding Date shall be effective in all relevant jurisdictions, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts in its possession to the Document Custodian in accordance with Section 14.1(b) of the Credit Agreement and (z) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral;
(iii) the Agents shall have received a certificate of an Authorized Officer of the Services Provider (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Funding Date), to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Funding Date and immediately prior to the delivery thereof on or prior to the Initial Funding Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Closing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by this Agreement;
(iv) the Facility Agent shall have received a Notice evidence reasonably satisfactory to it that all amounts required to be deposited in any of Borrowing the Covered Accounts as required of the Closing Date pursuant to Section 8.3 shall have been so deposited and evidence of the payment by Section 2.2the Borrower of all fees and expenses due and payable in connection with the Closing Date and the Initial Funding Date;
(bv) immediately after giving effect to such Borrowing Funding, (A) the Aggregate Principal Balance of the Collateral Loans (excluding any Defaulted Loans) plus the aggregate amount of funds on deposit in the Future Funding Reserve Account, plus the aggregate amount of funds on deposit in the Collection Account, including Eligible Investments, constituting Principal Proceeds is equal to or greater than $307,700,000, (B) the Diversity Score is greater than 15 and (C) the Borrower owns Collateral Loans with a total of at least 20 different Obligors; and
(vi) the Borrower shall have paid all reasonable and documented fees and out-of-pocket fees (including any agreed arrangement fee payable to the Arranger), costs and expenses of the Agents, the Lenders, their respective legal counsel, S&P and each other Person (other than the Arranger) as mutually agreed upon by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents.
(b) the Facility Agent shall have received (x) a Notice of Funding as required by Section 2.2 and the conditions set forth in clause (c) below are met in connection with such Funding (as evidenced by the Notice of Funding) and (y) a schedule or other document setting forth (i) the intended use for the proceeds of such Funding (including the Collateral Loans intended to be acquired using such proceeds) and (ii) with respect to each such Collateral Loan, (A) the settlement date thereof and (B) the information set forth in items 8a, 8b, 8c, 8d, 8h, 8i, 8j, 8k and 8l of Exhibit D;
(c) immediately after giving effect to such Funding (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis basis, such Borrowing Funding shall not be permitted)):
(i) in the case of a Class A-R Borrowing, (ia) the aggregate outstanding principal amount of the Revolving Class A-R Loans shall not exceed the Total Revolving Class A-R Commitment as in effect on such Borrowing DateFunding Date and (b) the Senior Advance Rate Test is satisfied;
(ii) in the case of a Class A-D1 Borrowing, (iia) the aggregate outstanding principal amount of the Term Class A-D1 Loans shall not exceed (x) the Total Term Class A-D1 Commitment as in effect on such Funding Date, (y) on the Closing Date, $166,000,000 (with respect to the Class A-D1 Borrowing Date on such date) and (iiiz) on each Class A-D Funding Date after the Closing Date, $83,000,000 (with respect to the Class A-D1 Borrowing on such date) and (b) the Senior Advance Rate Test is satisfied; and
(iii) in the case of a Class A-D2 Borrowing, (a) the aggregate outstanding principal amount of the Class A-D2 Loans shall be not exceed (x) the Total Class A-D2 Commitment as in effect on such Funding Date, (y) on the Closing Date, $34,000,000 (with respect to the Class A-D2 Borrowing on such date) and (z) on each Class A-D Funding Date after the Closing Date, $17,000,000 (with respect to the Class A-D2 Borrowing on such date) and (b) the Senior Advance Rate Test is satisfied;
(cd) [reserved];
(e) no Commitment Shortfall shall exist after giving effect to such BorrowingFunding;
(df) except in the case of Revolving Class A-R Loans obtained to fund Unfunded Amounts:
(i) , immediately before and after such BorrowingFunding, no Default shall have occurred and be continuing both before and after giving effect to the funding of such LoanLoans;
(iig) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing Funding (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such LoanLoans;
(iiih) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(ivi) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(vj) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, immediately before and after giving effect to the requested BorrowingFunding, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of BorrowingFunding).
Appears in 1 contract
Borrowings and Issuance. The obligation of any Lender to make a Revolving Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2;
(b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on such Borrowing Date, (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment as in effect on such Borrowing Date and (iiiii) the Senior Advance Rate Test shall be satisfied;; 726098183 53 730008998.8 17559657 53
(c) no Commitment Shortfall shall exist after giving effect to such Borrowing;
(d) except in the case of Revolving Loans obtained to fund Unfunded Amounts:
(i) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding of such Loan;
(ii) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan;
(iii) no law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;
(iv) each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and
(v) immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing).
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