Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution: (i) each Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded; (ii) each Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such investment, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfied; (iii) the sum of the Principal Balances of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances of the Collateral Loans being substituted for; (iv) no Default has occurred and is continuing or would result therefrom; (v) the Servicer acting on behalf of the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility Documents; (vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and (vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 2 contracts
Sources: First Omnibus Amendment (Pennantpark Investment Corp), Revolving Credit and Security Agreement (Pennantpark Investment Corp)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral Loans occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedLoan;
(ii) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improvedimproved and (y) and each Coverage the Borrowing Base Test is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution of Collateral Loans, all other substitutions occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof;
(v) the Servicer Borrower (or the Collateral Manager acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Required Loan Documents for any such Substitute Loan in accordance with the Facility DocumentsLoan;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such dateBorrowing Base Calculation Statement.
Appears in 2 contracts
Sources: Credit and Security Agreement (Apollo Debt Solutions BDC), Credit and Security Agreement (Blackstone Private Credit Fund)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral Loans occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedLoan;
(ii) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improvedimproved and (y) and each Coverage the Borrowing Base Test is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution of Collateral Loans, all other substitutions occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof;
(v) the Borrower (or the Servicer acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Required Loan Documents for any such Substitute Loan in accordance with the Facility DocumentsLoan;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 2 contracts
Sources: Credit and Security Agreement (SLR Private Credit BDC II LLC), Credit and Security Agreement (SLR Private Credit BDC II LLC)
Conditions to Substitution. No substitution of a Collateral Loan Asset with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral Assets occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedAsset;
(ii) (x) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improvedimproved and (y) and each Coverage the Borrowing Base Test is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans Assets being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution of Collateral Assets, all other substitutions occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof;
(v) the Servicer Borrower (or the Collateral Manager acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the applicable Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Required Loan Documents for any such Substitute Loan in accordance with the Facility DocumentsLoan;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan Asset being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan Asset being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral LoanAsset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan Asset being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan Asset pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such dateBorrowing Base Calculation Statement.
Appears in 2 contracts
Sources: Credit and Security Agreement (Diameter Credit Co), Credit and Security Agreement (Diameter Credit Co)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:substitution (as certified to the Administrative Agent by the Borrower (or the Collateral Manager on behalf of the Borrower)):
(i) each Substitute Loan is an satisfies the eligibility criteria set forth in the definition of Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedsubstitution;
(ii) after giving effect to any such substitution, each Collateral Quality Test is satisfied (or, or if not satisfied immediately prior to such investment, compliance with any such Collateral Quality Test is not satisfied, such test is maintained or improved) and each Coverage Test is satisfiedimproved after giving effect to such substitution);
(iii) to the sum of extent the Principal Balances of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Loan Balance of the Collateral Loans being substituted forLoan(s) to be replaced is greater than that of the Substitute Loan(s) on the date of such substitution, the Borrower shall deposit the difference thereof in the Collection Account as Principal Proceeds;
(iv) no Default or Event of Default has occurred and is continuing (immediately before or would result therefromafter giving effect to such substitution) other than any Default that will be cured after giving effect to such substitution;
(v) there is no adverse selection, impacting the Servicer acting on behalf interest of the Secured Parties, by the Borrower or Collateral Manager with regard to such Collateral Loans to be substituted or the Substitute Loans;
(vi) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility Documents;Loans; and
(vivii) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”)for, each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Logan Ridge Finance Corp.), Revolving Credit and Security Agreement (Logan Ridge Finance Corp.)
Conditions to Substitution. No substitution Subject to the terms and conditions set forth in this Section 2.7, Borrower may obtain a release of the Lien of a Collateral Mortgage and the related Loan Documents encumbering an Individual Property (each, a “Substituted Property” and collectively, the “Substituted Properties”) by substituting therefor another full service hotel property (a “Substitute Property”) of comparable or better quality and physical condition to that of the Substituted Property on the Closing Date acquired by Borrower (or owned by a subsidiary of Host that satisfies the then-current criteria of the Rating Agencies, as evidenced by written confirmation from the Rating Agencies that the inclusion of such subsidiary as a Borrower will not result in the qualification, downgrade or withdrawal of the then current ratings assigned to the Securities), provided that (a) during the course of the Loan, the Base Profit with a Substitute respect to the Substituted Properties does not represent in the aggregate more than twenty-five percent (25%) of the lesser of the 1998 Base Profit for all of the Individual Properties and the Base Profit for all of the Individual Properties for the twelve (12) month period immediately preceding the date of substitution, (b) no such substitution may occur after the Effective Maturity Date, (c) such substitution shall not be allowed for the Marriott Marquis at any time during the term of the Loan, (d) the total Allocated Loan Amounts for the Substituted Properties is no more than twenty-five percent (25%) of the Loan Amount, (e) such substitution shall not be allowed for more than three (3) Individual Properties during the term of the Loan and (f) no such substitution shall be permitted prior to the earlier to occur unless of (i) the first anniversary of the Closing Date and (ii) the final Securitization involving this Loan. In addition, any such substitution shall be subject, in each case, to the satisfaction of the following conditions is satisfied as of the date of such substitutionprecedent:
(ia) each Substitute Loan is an Eligible Collateral Loan on Simultaneously with the date of substitution and, subject to Section 2.02substitution, the Administrative Agent Individual Borrower that owns the Substituted Property shall convey fee simple title to the Substituted Property to a Person other than an Individual Borrower if such Individual Borrower will continue to own another Individual Property after such substitution.
(b) Lender shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds appraisal of the Advance and such approval has not expired or been rescinded;
Substitute Property dated no more than sixty (ii60) each Collateral Quality Test is satisfied (or, if not satisfied immediately days prior to such investmentthe substitution by an appraiser acceptable to the Rating Agencies, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfied;
(iii) the sum indicating an appraised value of the Principal Balances of such Substitute Loans shall be Property that is equal to or greater than the sum value of the Principal Balances Substituted Property determined by Lender at the time of the Collateral Loans being substituted for;encumbrance of the Substituted Property by the related Mortgage at or about the Closing Date.
(ivc) no Immediately after giving effect to the substitution, the Debt Service Coverage Ratio for the Loan for all of the Individual Properties (including the Substitute Property but excluding the Substituted Property) is not less than the greater of (i) 2.68x (including the Substituted Property but excluding the Substitute Property) and (ii) the Debt Service Coverage Ratio for the Loan for all of the Individual Properties (including the Substituted Property but excluding the Substitute Property) as of the date immediately preceding the substitution, based upon the then-outstanding principal balance of the Loan, an amortization period of twenty (20) years and an interest rate equal to the then-current weighted average of the Applicable Interests Rates of the Components.
(d) Lender shall have received confirmation in writing from the Rating Agencies to the effect that such substitution will not result in a withdrawal, qualification or downgrade of the respective ratings in effect immediately prior to such substitution for the Securities issued in connection with the Securitization that are then outstanding. If a Securitization has not occurred, Lender shall have approved the Substitute Property in its reasonable discretion.
(e) No Default has or Event of Default shall have occurred and is be continuing and Borrower shall be in compliance in all material respects with all terms and conditions set forth in this Agreement and in each Loan Document on Borrower’s part to be observed or would result therefrom;performed. Lender shall have received an Officer’s Certificate in form and substance satisfactory to the Rating Agencies confirming the foregoing, stating that the representations and warranties of Borrower contained in this Agreement and the other Loan Documents including, without limitation, the representations and warranties set forth in Section 3.1 of this Agreement, are true and correct in all material respects on and as of the date of the substitution with respect to Borrower, the Individual Properties and the Substitute Property and containing any other representations and warranties with respect to Borrower, the Individual Properties, the Substitute Property or the Loan as the Rating Agencies may require and as are customary in property substitutions similar to the substitution of the Substitute Property for the Substituted Property in connection with lending transactions similar to the Loan and as are consistent with the facts covered by such representations and warranties as they exist as of the date thereof, which representations and warranties shall survive for so long as any amount remains payable to Lender under this Agreement or any of the other Loan Documents, it being understood, however, that such representations and warranties shall have been made only as of the date of the substitution.
(vf) Borrower shall have executed, acknowledged and delivered to Lender (i) a Mortgage, an Assignment of Leases and two UCC Financing Statements for jurisdictions requested by Lender with respect to the Servicer acting on behalf Substitute Property, together with a letter from Borrower countersigned by a title insurance company acknowledging receipt of such Mortgage, Assignment of Leases and UCC-1 Financing Statements and agreeing to record or file, as applicable, such Mortgage, Assignment of Leases and Rents and one of the UCC-1 Financing Statements in the real estate records for the county in which the Substitute Property is located and to file one of the UCC-1 Financing Statements in the office of the Secretary of State of the state in which the Substitute Property is located, so as to effectively create upon such recording and filing valid and enforceable Liens upon the Substitute Property, of the requisite priority, in favor of Lender (or such other trustee as may be desired under local law), subject only to the Permitted Encumbrances and such other Liens as are permitted pursuant to the Loan Documents, (ii) an Environmental Indemnity with respect to the Substitute Property, and (iii) such amendments to the Loan Documents as may be required in order to evidence the substitution. The Mortgage, Assignment of Leases, UCC-1 Financing Statements and Environmental Indemnity shall be the same in form and substance as the counterparts of such documents executed and delivered with respect to the related Substituted Property subject to modifications reflecting the Substitute Property as the Individual Property that is the subject of such documents and such modifications reflecting the laws of the state in which the Substitute Property is located as shall be recommended by the counsel admitted to practice in such state and delivering the opinion as to the enforceability of such documents required pursuant to clause (n) below. The Mortgage encumbering the Substitute Property shall secure all amounts evidenced by the Note, provided that in the event that the jurisdiction in which the Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to one hundred twenty-five percent (125%) of the amount of the Loan allocated to the Substitute Property; provided, however, that simultaneously with any such substitution Borrower shall notify deliver to Lender a Second Mortgage for such Substitute Property in an amount equal to twenty-five percent (25%) of the Administrative Agent amount of the Loan allocated to the Substitute Property which Lender shall have the right to record in accordance with the provisions of Section 2.8 of this Agreement. The amount of the Loan allocated to, and the Allocated Loan Amount of, the Substitute Property (such amount being hereinafter referred to as the “Substitute Allocated Loan Amount”) shall equal the Allocated Loan Amount of the related Substituted Property. In the event that the Substitute Property is owned by a Person that is not a Borrower prior to such substitution, such Person shall execute and deliver an agreement reasonably acceptable to Lender pursuant to which such Person shall assume all of Borrower’s obligations under the Loan Documents.
(g) Lender shall have received (i) a “tie-in” or similar endorsement to each Title Insurance Policy insuring the Lien of an existing Mortgage evidencing the substitution of the Substitute Property for the Substituted Property, to the extent such endorsements are available in the related jurisdictions, and (ii) a Title Insurance Policy (or a marked, signed and redated commitment to issue such Title Insurance Policy) insuring the Lien of the Mortgage encumbering the Substitute Property, issued by one or more of the title companies that issued the Title Insurance Policies insuring the Lien of the existing Mortgages and dated as of the date of the substitution, with reinsurance and direct access agreements that replace such agreements issued in connection with the Title Insurance Policy insuring the Lien of the Mortgage encumbering the Substituted Property. The Title Insurance Policy issued with respect to the Substitute Property shall (A) provide coverage in the amount of the Substitute Allocated Loan Amount if the “tie-in” or similar endorsement described above is available or, if such endorsement is not available, in an amount equal to one hundred twenty-five percent (125%) of the Substitute Allocated Loan Amount, (B) insure Lender that the relevant Mortgage creates a valid first lien on fee estate of the Substitute Property, free and clear of all exceptions from coverage other than Permitted Encumbrances and standard exceptions and exclusions from coverage (as modified by the terms of any amount endorsements), (C) contain such endorsements and affirmative coverages as are contained in the Title Insurance Policies insuring the Liens of the existing Mortgages, and (D) name Lender as the insured. Lender also shall have received copies of paid receipts or other evidence acceptable to Lender showing that all premiums in respect of such endorsements and Title Insurance Policies have been paid. In no event shall the Mortgage on a Substitute Property be deposited into the Collection Account secured, in whole or in part, by an interest in a ground lease in connection with any substitution prior to a Securitization. Subsequent to a Securitization, a Substitute Property affected by a ground lease shall be permitted only if such substitution and shall deliver ground lease satisfies the then-current criteria of the Rating Agencies, as evidenced by written confirmation from the Rating Agencies that such ground lease will not result in the qualification, downgrade or withdrawal of the then current ratings assigned to the Custodian Securities, Lender shall have received an estoppel certificate from the ground lessor that satisfies the then-current criteria of the Rating Agencies and Lender shall have received an opinion of Borrower’s counsel stating that such ground lease satisfies all applicable ERISA requirements.
(h) Lender shall have received (i) an endorsement to the Collateral Agent Title Insurance Policy insuring the Related Documents Lien of the Mortgage encumbering the Substitute Property insuring that the Substitute Property constitutes a separate tax lot or, if such an endorsement is not available in the state in which the Substitute Property is located, a letter from the title insurance company issuing such Title Insurance Policy stating that the Substitute Policy constitutes a separate tax lot, (ii) a letter from the appropriate taxing authority stating that the Substitute Property constitutes a separate tax lot or (iii) copies of tax assessments from the appropriate taxing authority demonstrating that the Substitute Property constitutes a separate tax lot.
(i) Lender shall have received a current title survey for any each Substitute Loan Property, certified to the title company and Lender and their successors and assigns, in the same form and having the same content as the certification of the Survey of the Substituted Property prepared by a professional land surveyor licensed in the state in which the Substitute Property is located and acceptable to the Rating Agencies in accordance with the Facility Documents;1997 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. Such survey shall reflect the same legal description contained in the Title Insurance Policy relating to such Substitute Property and shall include, among other things, a metes and bounds description of the real property comprising part of such Substitute Property or other type of real property description (e.g., block and lot) that is customarily used in the jurisdiction in which the Substitute Property is located. The surveyor’s seal shall be affixed to each survey and each survey shall certify that the surveyed property is not located in a “one-hundred-year flood hazard area.” (or, if it is so located, such property shall be covered by flood insurance meeting the requirements set forth in Section 5.1.1(a)(1) hereof).
(vij) upon confirmation Lender shall have received valid certificates of insurance indicating that the requirements for the Policies required for an Individual Property hereunder have been satisfied with respect to the Substitute Property and evidence of the payment of all premiums payable for the existing policy period.
(k) Lender shall have received a Phase I environmental report and, if recommended under the Phase I environmental report, a Phase II environmental report, which conclude that the Substitute Property does not contain any Hazardous Substance (as defined in the Mortgage) and is not subject to any risk of contamination from any off-site Hazardous Substance. If any such report discloses the presence of any Hazardous Substance or the risk of contamination from any off-site Hazardous Substance, a substitution shall not be allowed with respect to such proposed Substitute Property at any time prior to a Securitization. If, subsequent to a Securitization, any such report discloses the presence of any Hazardous Substance or the risk of contamination from any off-site Hazardous Substance, such report shall include an estimate of the cost of any related remediation and Borrower shall deposit with Lender an amount equal to one hundred twenty-five percent (125%) of such estimated cost, which deposit shall constitute additional security for the Loan and shall be released to Borrower upon the delivery to Lender of (i) an update to such report indicating that there is no longer any Hazardous Substance on the Substitute Property or any danger of contamination from any off-site Hazardous Substance that has not been fully remediated and (ii) paid receipts indicating that the costs of all such remediation work have been paid.
(l) Lender shall have received a Physical Conditions Report with respect to the Substitute Property stating that the Substitute Property and its use comply in all material respects with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and that the Substitute Property is in good condition and repair and free of damage or waste. If compliance with any Legal Requirements are not addressed by the Physical Conditions Report, such compliance shall be confirmed by delivery to Lender of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed letter from the Collateral and the applicable Substitute Loan(s) shall be included municipality in the Collateral. On the Retransfer Date of a Collateral Loanwhich such Property is located, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying surveyor that each of is licensed in the foregoing state in which the Substitute Property is true located (with respect to zoning and correct as of such date.subdivision laws, if offered in the jurisdiction in which the Substitute Property is located), an ALTA 3.1 zoning endorsement to the Title Insurance Policy delivered pursuant to clause above (with respect to zoning laws) or a subdivision endorsement to the Title Insurance Policy
Appears in 2 contracts
Sources: Loan Agreement (Host Marriott L P), Loan Agreement (Host Marriott Corp/)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution:
(i) each no Default or Event of Default exists and is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such substitution);
(ii) such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded;
(ii) each Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such investment, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfiedLoan;
(iii) upon giving effect thereto, the sum Borrowing Base Test is satisfied and each of the Principal Balances of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances of the Collateral Loans being substituted forCoverage Tests are satisfied;
(iv) no Default has occurred and such Substitute Loan is continuing acquired from (A) the Equityholder in accordance with the Sale Agreement or would result therefrom(B) a Person that is not an Affiliate of the Collateral Manager, the Borrower or the Equityholder;
(v) the Servicer acting on behalf 100% of the Borrower shall notify proceeds from the Administrative Agent sale of any amount the Collateral Loan(s) to be deposited into the Collection Account replaced in connection with any such substitution and shall deliver are either applied by the Borrower to acquire the Custodian and Substitute Loan(s) or deposited in the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility DocumentsCollection Account;
(vi) upon confirmation of there is no adverse selection, impacting the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit interest of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower or Collateral Manager with regard to effect the release and transfer of such Collateral Loan pursuant Loans to this Section 10.03be substituted or the Substitute Loans; and
(vii) the Borrower shall deliver to the Administrative Agent on the date sale of any such Collateral Loan in connection with such substitution a certificate otherwise complies with the provisions of a Responsible Officer certifying that each of the foregoing is true and correct as of such dateSection 10.01.
Appears in 2 contracts
Sources: Credit and Security Agreement (Saratoga Investment Corp.), Credit and Security Agreement (Saratoga Investment Corp.)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:substitution (as certified to the Agents by the Borrower (or the Collateral Manager on behalf of the Borrower)):
(i) each Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedsubstitution;
(ii) after giving effect to any such substitution, each Coverage Test and each Collateral Quality Test is satisfied (or, if such Collateral Quality Test is not satisfied immediately prior to such investment, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfied);
(iii) the sum of the Principal Balances of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances of the Collateral Loans being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof);
(v) the Servicer Collateral Manager acting on behalf of the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility DocumentsArticle XIII;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Main Street Capital CORP)
Conditions to Substitution. No At any time during the term of the Loan, subject to the terms and conditions set forth in this Section 11.29, Borrower may obtain from time to time a partial release of the Lien of the applicable Mortgage and the related Loan Documents encumbering an Individual Property (each, a "Substituted Property" and collectively, the "Substituted Properties") by substituting therefor one or more properties (collectively, a "Substitute Property") of comparable or greater value to that of the Substituted Property on the Closing Date. Any such substitution of a Collateral Loan with a Substitute Loan shall occur unless be subject, in each case, to the satisfaction of the following conditions is satisfied as of the date of such substitutionprecedent:
(ia) each Substitute Loan is an Eligible Collateral Loan on Simultaneously with the date of substitution andsubstitution, subject Borrower shall convey fee simple title to Section 2.02, the Administrative Agent Substituted Property to a Person other than Borrower.
(b) Lender shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds appraisal of the Advance and such approval has not expired or been rescinded;
Substitute Property dated no more than sixty (ii60) each Collateral Quality Test is satisfied (or, if not satisfied immediately days prior to such investmentthe substitution by an appraiser acceptable to the Rating Agencies, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfied;
(iii) the sum indicating an appraised value of the Principal Balances of such Substitute Loans shall be Property that is equal to or greater than the sum value of the Principal Balances Substituted Property determined by Lender at or about the Closing Date.
(c) Immediately after giving effect to the substitution, the Debt Service Coverage Ratio is not less than the Debt Service Coverage Ratio for the Loan as of the Collateral Loans being substituted for;date immediately preceding the substitution.
(ivd) no Lender shall have received a Rating Agency Confirmation and, if a Securitization of the Loan has not occurred, Lender shall have approved the Substitute Property in its sole discretion.
(e) No Default has or Event of Default shall have occurred and is continuing or would result therefrom;
(v) be continuing. Lender shall have received an Officer's Certificate in form and substance satisfactory to the Servicer acting Rating Agencies confirming the foregoing, stating that the representations and warranties of Borrower contained in this Agreement and the other Loan Documents including, without limitation, the representations and warranties set forth in Section 3.1 of this Agreement, are true and correct in all material respects on behalf and as of the Borrower shall notify date of the Administrative Agent substitution with respect to Borrower, the Individual Properties and the Substitute Property and containing any other representations and warranties with respect to Borrower, the Substitute Property or the Loan as the Rating Agencies may require and as are customary in property substitutions similar to the substitution of any amount to be deposited into the Collection Account Substitute Property for the Substituted Property in connection with any such substitution and shall deliver lending transactions similar to the Custodian Loan and as are consistent with the facts covered by such representations and warranties as they exist as of the date thereof, which representations and warranties shall survive for so long as any amount remains payable to Lender under this Agreement or any of the other Loan Documents, it being understood, however, that such representations and warranties shall have been made only as of the date of the substitution.
(f) Borrower shall have executed, acknowledged and delivered to Lender (i) a Mortgage, an Assignment of Leases and UCC Financing Statements for jurisdictions requested by Lender with respect to the Substitute Property, together with a letter from Borrower countersigned by a title insurance company acknowledging receipt of such Mortgage, Assignment of Leases and UCC Financing Statements and agreeing to record or file, as applicable, such Mortgage, Assignment of Leases and Rents and UCC Financing Statements as directed, so as to effectively create upon such recording and filing valid and enforceable Liens upon the Substitute Property, of the requisite priority, in favor of Lender (or such other trustee as may be desired under local law), subject only to the Permitted Encumbrances and such other Liens as are permitted pursuant to the Loan Documents, (ii) an Environmental Indemnity with respect to the Substitute Property, and (iii) such amendments to the Loan Documents as may be required in order to evidence the substitution. The Mortgage, Assignment of Leases, UCC Financing Statements and Environmental Indemnity shall be the same in form and substance as the counterparts of such documents executed and delivered in connection with the closing of the Loan subject to modifications reflecting the Substitute Property as the Individual Property that is the subject of such documents and such modifications reflecting the laws of the state in which the Substitute Property is located as shall be recommended by the counsel admitted to practice in such state and delivering the opinion as to the enforceability of such documents required pursuant to clause (n) below. The Mortgage encumbering the Substitute Property shall secure all amounts evidenced by the Note, provided that in the event that the jurisdiction in which the Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to one hundred twenty five percent (125%) of the amount of the Loan allocated to the Substitute Property. The amount of the Loan allocated to, and the Collateral Agent Allocated Loan Amount of, the Related Documents Substitute Property (such amount being hereinafter referred to as the "Substitute Allocated Loan Amount") shall equal the Allocated Loan Amount of the related Substituted Property.
(g) Lender shall have received (i) a "tie-in" or similar endorsement to each Title Insurance Policy insuring the Lien of an existing Mortgage evidencing the substitution of the Substitute Property for the Substituted Property, to the extent such endorsements are available in the related jurisdictions, and (ii) a Title Insurance Policy (or a marked, signed and redated commitment to issue such Title Insurance Policy) insuring the Lien of the Mortgage encumbering the Substitute Property, issued by one of the title companies that issued the Title Insurance Policy insuring the Lien of the existing Mortgage and dated as of the date of the substitution. The Title Insurance Policy issued with respect to the Substitute Property shall (A) provide coverage in the amount of the Substitute Allocated Loan Amount if the "tie-in" or similar endorsement described above is available or, if such endorsement is not available, in an amount equal to one hundred twenty five percent (125%) of the Substitute Allocated Loan Amount, (B) insure Lender that the relevant Mortgage creates a valid first lien on fee estate of the Substitute Property, free and clear of all exceptions from coverage other than Permitted Encumbrances and standard exceptions and exclusions from coverage (as modified by the terms of any endorsements), (C) contain such endorsements and affirmative coverages as are contained in the Title Insurance Policy insuring the Lien of the existing Mortgage to the extent available in the relevant jurisidiction, and (D) name Lender as the insured. Lender also shall have received copies of paid receipts or other evidence acceptable to Lender showing that all premiums in respect of such endorsements and Title Insurance Policies have been paid.
(h) Lender shall have received (i) an endorsement to the Title Insurance Policy insuring the Lien of the Mortgage encumbering the Substitute Loan Property insuring that the Substitute Property constitutes a separate tax lot or, if such an endorsement is not available in the state in which the Substitute Property is located, a letter from the title insurance company issuing such Title Insurance Policy stating that the Substitute Property constitutes a separate tax lot, (ii) a letter from the appropriate Governmental Authority stating that the Substitute Property constitutes a separate tax lot or (iii) copies of tax assessments from the appropriate taxing authority demonstrating that the Substitute Property constitutes a separate tax lot.
(i) Lender shall have received a current boundary survey for each Substitute Property, certified to the title company and Lender and their successors and assigns, in the same form and having the same content as the certification of the Survey of the Substituted Property prepared by a professional land surveyor licensed in the state in which the Substitute Property is located and acceptable to the Rating Agencies in accordance with the Facility Documents;1999 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. Such survey shall reflect the same legal description contained in the Title Insurance Policy relating to such Substitute Property and shall include, among other things, a metes and bounds description of the real property comprising part of such Substitute Property or other type of real property description (e.g., block and lot) that is customarily used in the jurisdiction in which the Substitute Property is located. In addition, the Lender shall have received a flood zone certification with respect to the Substitute Property from a company regularly engaged in the business of providing such flood zone certifications (and, if such flood zone certification states that the Substitute Property is located in -91- a "one-hundred year flood hazard area", such Substitute Property shall be covered by flood insurance meeting the requirements set forth in Section 5.1.1(a)(i) hereof).
(vij) upon confirmation Lender shall have received valid certificates of insurance indicating that the requirements for the Policies required for an Individual Property hereunder have been satisfied with respect to the Substitute Property and evidence of the payment of all premiums payable for the existing policy period.
(k) Lender shall have received a Phase I environmental report and, if recommended under the Phase I environmental report, a Phase II environmental report, which conclude that the Substitute Property does not contain any Hazardous Substance (as defined in the Environmental Indemnity) and is not subject to any known risk of contamination from any off-site Hazardous Substance. If any such report discloses the presence of any Hazardous Substance or the risk of contamination from any off-site Hazardous Substance, a substitution shall not be allowed with respect to such proposed Substitute Property at any time prior to a Securitization. If, subsequent to a Securitization, any such report discloses the presence of any Hazardous Substance or the risk of contamination from any off-site Hazardous Substance, such report shall include an estimate of the cost of any related remediation required to be undertaken by an environmental consultant selected by Lender and Borrower shall deposit with Lender an amount equal to one hundred twenty-five percent (125%) of such estimated cost, which deposit shall constitute additional security for the Loan and shall be released to Borrower upon the delivery to Lender of (i) an update to such report indicating that there is no longer any Hazardous Substance on the Substitute Property or any known danger of contamination from any off-site Hazardous Substance that has not been fully remediated and (ii) a certificate from Borrower stating that all such remediation work has been paid in full.
(l) Lender shall have received a Physical Conditions Report with respect to the Substitute Property stating that the Substitute Property and its use comply in all material respects with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and that the Substitute Property is in good condition and repair and free of material damage or waste. If compliance with any Legal Requirements are not addressed by the Physical Conditions Report, such compliance shall be confirmed by delivery to Lender of a legal compliance report in form and substance, and from a company, reasonably satisfactory to Lender. If the Physical Conditions Report recommends that any immediate repairs be made with respect to the Substitute Property, a substitution shall not be allowed with respect to such proposed Substitute Property at any time prior to a Securitization. If, subsequent to a Securitization, any such Physical Conditions Report recommends that any immediate repairs be made with respect to the Substitute Property, such report shall include an estimate of the cost of such recommended repairs and Borrower shall deposit with Lender an amount equal to one hundred twenty-five percent (125%) of such estimated cost, which deposit shall constitute additional security for the Loan and shall be released to Borrower upon the delivery to Lender of (i) an update to such Physical Conditions Report or a letter from the engineer that prepared such Physical Conditions Report indicating that the recommended repairs were completed in good and workmanlike manner and (ii) paid receipts indicating that the costs of all such repairs have been paid.
(m) Borrower shall deliver or cause to be delivered to Lender (i) updates certified by Borrower of all organizational documentation related to Borrower and/or the formation, structure, existence, good standing and/or qualification to do business delivered to Lender in connection with the Closing Date; (ii) good standing certificates, certificates of qualification to do business in the jurisdiction in which the Substitute Property is located and (iii) resolutions of the Borrower authorizing the substitution and any actions taken in connection with such substitution.
(n) Lender shall have received the following opinions of Borrower's counsel:
(i) an opinion or opinions of counsel admitted to practice under the laws of the state in which the Substitute Property is located stating that the Loan Documents delivered with respect to the Substitute Property pursuant to clause (f) above are valid and enforceable in accordance with their terms, subject to the laws applicable to creditors' rights and equitable principles, and that Borrower is qualified to do business and in good standing under the laws of the jurisdiction where the Substitute Property is located or that Borrower is not required by applicable law to qualify to do business in such jurisdiction; (ii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ or such other counsel acceptable to the Rating Agencies stating that the Loan Documents delivered with respect to the Substitute Property pursuant to clause (f) above were duly authorized, executed and delivered by Borrower and that the execution and delivery of such Loan Documents and the performance by Borrower of its obligations thereunder will not cause a breach of, or a default under, any agreement, document or instrument to which Borrower is a party or to which it or its properties are bound; (iii) an opinion of Borrower's counsel acceptable to the Rating Agencies stating that subjecting the Substitute Property to the Lien of the related Mortgage and the execution and delivery of the related Loan Documents does not and will not affect or impair the ability of Lender to enforce its remedies under all of the Loan Documents or to realize the benefits of the cross-collateralization provided for each applicable Collateral thereunder; and (iv) an opinion of counsel acceptable to the Rating Agencies that the substitution does not constitute a "significant modification" of the Loan being substituted under Section 1001 of the Code or otherwise cause a tax to be imposed on a "prohibited transaction" by any REMIC Trust.
(o) Borrower shall have paid or created adequate reserves for (payment of all Basic Carrying Costs relating to the Individual Properties and the Substitute Property through the date of such confirmation or deliverysubstitution, including without limitation, (i) accrued but unpaid insurance premiums relating to the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral Individual Properties and the applicable Substitute Loan(sProperty, (ii) currently due Taxes (including any in arrears) relating to the Individual Properties and the Substitute Property and (iii) currently due Other Charges relating to the Individual Properties and Substitute Property.
(p) Borrower shall be included have paid or reimbursed Lender for all reasonable out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with the Collateralsubstitution and Borrower shall have paid all recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the substitution. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit Borrower shall have paid all costs and expenses and fees of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.Rating Agencies
Appears in 1 contract
Sources: Loan Agreement (Kindercare Learning Centers Inc /De)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each The Indenture Trustee shall, without the consent of the following conditions Noteholders, agree with the Issuer and the Insurer (if it is satisfied as the Controlling Party) to the substitution in place of the date Issuer (or of such substitution:
(i) each Substitute Loan is an Eligible Collateral Loan on any previously substituted Person under this Section), as the date debtor in respect of substitution and, subject to Section 2.02this Indenture, the Administrative Agent shall have received Insurance Agreement and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded;
(ii) each Collateral Quality Test is satisfied (orNotes, if not satisfied immediately prior to such investment, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfied;
(iii) the sum of the Principal Balances of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances of the Collateral Loans being substituted for;
(iv) no Default has occurred and is continuing or would result therefrom;
(v) the Servicer acting on behalf of the Borrower shall notify the Administrative Agent of any amount to be deposited into other Person (the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Documents for any Substitute Loan "Substituted Person") in accordance with the Facility Documents;
provisions of this Article Eleven. The Indenture Trustee shall agree with the Issuer and the Insurer (viif it is the Controlling Party) upon confirmation of as to such substitution, and such substitution shall be effected if the delivery of Insurer so directs in a Substitute Loan for each applicable Collateral Loan being substituted for Controlling Party Order (so long as it is the date of such confirmation or delivery, the “Retransfer Date”Controlling Party), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On event that the Retransfer Date Insurer reasonably believes that such substitution would have the result of a Collateral Loanavoiding the imposition of, or the lessening of, any present or future tax (including but not limited to any withholding tax), assessment or other governmental charge on the Issuer, the Collateral Agentor the Notes; provided, for however, that any such substitution shall be effected only upon confirmation by each Rating Agency that such action would not have an adverse effect upon the benefit ratings of the Secured Parties, shall automatically Notes and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest upon satisfaction of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted forInsurer Condition. The Collateral AgentIndenture Trustee may also receive an Opinion of Counsel, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be if requested by the Borrower Indenture Trustee, to effect the release and transfer of such Collateral Loan effect. Any substitution pursuant to this Section 10.03; and11.01 shall be subject to the preconditions that:
(viia) an indenture is executed or some other form of undertaking is given by the Borrower shall deliver Substituted Person to the Administrative Agent on Indenture Trustee, the date of such substitution Issuer and the Insurer in a certificate of a Responsible Officer certifying that each form satisfactory to the Indenture Trustee, the Issuer and the Insurer to be bound by the terms hereof and by the provisions of the foregoing Notes and the other Transaction Documents to which the Issuer is true a party (with any consequential amendments which may be appropriate) as fully as if the Substituted Person had been a party to this Indenture and correct the other Transaction Documents to which the Issuer is a party and named herein and in the Notes as the debtor in respect of the Notes in place of the Issuer (or such date.previously Substituted Person as aforesaid);
Appears in 1 contract
Sources: Indenture (Triarc Companies Inc)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:substitution (as certified to the Agents by the Borrower (or the Collateral Manager on behalf of the Borrower)):
(i) each Substitute Loan is satisfies the eligibility criteria set forth in the definition of an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedsubstitution;
(ii) after giving effect to any such substitution, each Collateral Coverage Test is satisfied (or if any such Coverage Test is not satisfied, such test is maintained or improved after giving effect to such substitution) and each Portfolio Quality Test is satisfied (or, or if not satisfied immediately prior to such investment, compliance with such Collateral any Portfolio Quality Test is not satisfied, such test is maintained or improved) and each Coverage Test is satisfiedimproved after giving effect to such substitution);
(iii) the sum 100% of the Principal Balances of such Substitute Loans shall be equal to or greater than proceeds from the sum of the Principal Balances sale of the Collateral Loans being substituted forLoan(s) to be replaced in connection with such Substitute Loan are either applied by the Borrower to acquire the Substitute Loan(s) or deposited in the Principal Collection Subaccount;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution);
(v) there is no adverse selection, impacting the Servicer acting interest of the Secured Parties, by the Borrower or Collateral Manager with regard to such Collateral Loans to be substituted or the Substitute Loans;
(vi) the Borrower and, if the Collateral Manager is the initial Collateral Manager or an Affiliate of the Borrower or the BDC, the Collateral Manager (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent and the Collateral Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase);
(vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility DocumentsLoans;
(viviii) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”)for, each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On ;
(ix) the Retransfer Date of a Collateral LoanConcentration Limitations are satisfied (or if there is any Excess Concentration Amount, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed such Excess Concentration Amount is maintained or decreased after giving effect to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03sale); and
(viix) the Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Agent) on the date of such substitution a certificate of a Responsible Officer of the Borrower certifying that each of the foregoing is true and correct as of such date.; and
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Conditions to Substitution. No substitution of a Collateral Loan Asset with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral Assets occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedAsset;
(ii) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improvedimproved and (y) and each Coverage the Borrowing Base Test is satisfied;
(iii) the sum of the Principal Balances of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances of the Collateral Loans being substituted for;[reserved]
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution of Collateral Assets, all other substitutions occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof;
(v) the Servicer Borrower (or the Collateral Manager acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Required Loan Documents for any such Substitute Loan in accordance with the Facility DocumentsLoan;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan Asset being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan Asset being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral LoanAsset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan Asset being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan Asset pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such dateBorrowing Base Calculation Statement.
Appears in 1 contract
Sources: Credit and Security Agreement (Owl Rock Technology Income Corp.)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:substitution (as certified to the Administrative Agent by the Borrower (or the Collateral Manager on behalf of the Borrower)):
(i) each Substitute Loan is an satisfies the eligibility criteria set forth in the definition of Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedsubstitution;
(ii) after giving effect to any such substitution, each Coverage Test and each Collateral Quality Test is satisfied (or, or if not satisfied immediately prior to any such investment, compliance with such Coverage Test or Collateral Quality Test is not satisfied, such test is maintained or improved) and each Coverage Test is satisfiedimproved after giving effect to such substitution);
(iii) to the sum of extent the Principal Balances of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Assigned Value of the Collateral Loans being substituted forLoan(s) to be replaced is greater than that of the Substitute Loan(s) on the date of such substitution, the Borrower shall deposit the difference thereof in the Collection Account as Principal Proceeds;
(iv) no Default or Event of Default has occurred and is continuing (immediately before or would result therefromafter giving effect to such substitution) other than any Default that will be cured after giving effect to such substitution;
(v) there is no adverse selection, impacting the Servicer acting on behalf interest of the Secured Parties, by the Borrower or Collateral Manager with regard to such Collateral Loans to be substituted or the Substitute Loans;
(vi) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility DocumentsLoans;
(vivii) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”)for, each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(viiviii) the Borrower shall deliver Concentration Limitations are satisfied (or if there is any Excess Concentration Amount, such Excess Concentration Amount is maintained or decreased after giving effect to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such datesale).
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Capitala Finance Corp.)
Conditions to Substitution. No substitution of a Collateral Loan Asset with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral Assets occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedAsset;
(ii) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improvedimproved and (y) and each Coverage the Borrowing Base Test is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans Assets being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution of Collateral Assets, all other substitutions occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof;
(v) the Servicer Borrower (or the Collateral Manager acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Required Loan Documents for any such Substitute Loan in accordance with the Facility DocumentsLoan;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan Asset being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan Asset being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral LoanAsset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan Asset being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower Borrower, to effect the release and transfer of such Collateral Loan Asset pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such dateBorrowing Base Calculation Statement.
Appears in 1 contract
Sources: Credit and Security Agreement (Fidelity Private Credit Fund)
Conditions to Substitution. No substitution of a Collateral Loan LoanAsset with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral LoansAssets occurring substantially concurrently and all sales or purchases of Collateral LoansAssets previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedLoanAsset;
(ii) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improvedimproved and (y) and each Coverage the Borrowing Base Test is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans LoansAssets being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution of Collateral LoansAssets , all other substitutions occurring substantially concurrently and all sales or purchases of Collateral LoansAssets previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof;
(v) the Servicer Borrower (or the Collateral Manager acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Required Loan Documents for any such Substitute Loan in accordance with the Facility DocumentsLoan;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan LoanAsset being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan LoanAsset being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral LoanLoanAsset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan LoanAsset being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan LoanAsset pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such dateBorrowing Base Calculation Statement.
Appears in 1 contract
Sources: Credit and Security Agreement (Apollo Debt Solutions BDC)
Conditions to Substitution. No substitution of a Collateral Loan Asset with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, USActive 59109857.10 all other substitutions of Collateral Assets occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedAsset;
(ii) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improved, (y) the Borrowing Base Test (Aggregate) is satisfied, and each Coverage (z) if any Collateral Asset is denominated in an Eligible Currency, the Borrowing Base Test (Currency) for such Eligible Currency is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans Assets being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution of Collateral Assets, all other substitutions occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof;
(v) the Servicer Borrower (or the Collateral Manager acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Required Loan Documents for any such Substitute Loan in accordance with the Facility DocumentsLoan;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan Asset being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan Asset being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral LoanAsset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan Asset being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan Asset pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 1 contract
Sources: Credit and Security Agreement (LGAM Private Credit LLC)
Conditions to Substitution. No substitution of a Collateral Loan Asset with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral Assets occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution Asset; and, subject to Section 2.02if it is a Consent Loan, the applicable Borrower and the Collateral Manager shall have received written notice from the Administrative Agent shall have received and approved an Approval Request for evidencing the Collateral Loan the Borrower intends to purchase with the proceeds approval of the Advance and such approval has not expired or been rescindedAdministrative Agent in its sole discretion, in accordance with clause (A) of the definition of “Eligible Collateral Asset”;
(ii) (x) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improvedimproved and (y) and each Coverage the Borrowing Base Test is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans Assets being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution of Collateral Assets, all other substitutions occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof;
(v) the Servicer Borrower (or the Collateral Manager acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Required Loan Documents for any such Substitute Loan in accordance with the Facility DocumentsLoan;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan Asset being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan Asset being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral LoanAsset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan Asset being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan Asset pursuant to this Section 10.03; and
(vii) in the Borrower case of any Substitute Loan that is a Consent Loan, the Borrowers and the Collateral Manager shall deliver to have received written notice from the Administrative Agent on (with a copy to the date of such substitution a certificate of a Responsible Officer certifying that each Collateral Administrator), evidencing the approval of the foregoing is true and correct as Administrative Agent in its sole discretion, in accordance with clause (A) of such date.the definition of “Eligible Collateral Asset”, of the relevant Consent Loans to be added to the Collateral; and
Appears in 1 contract
Sources: Credit and Security Agreement (LGAM Private Credit LLC)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:substitution (as certified to the Agents by the Borrower (or the Servicer on behalf of the Borrower)):
(i) each Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedsubstitution;
(ii) after giving effect to any such substitution, each Collateral Quality Test and the Interest Coverage Ratio Test is satisfied (or, in the case of the Interest Coverage Ratio Test, was satisfied as of the most recent Monthly Report Determination Date) (or, if not satisfied immediately prior to such investment, compliance with such Collateral Quality Test and Interest Coverage Ratio Test is maintained or improved) ), and each Coverage the Maximum Advance Rate Test is satisfied;
(iii) the sum of the Principal Balances of such Substitute Loans in the aggregate shall be equal to or greater than the sum of the Principal Balances of the Collateral Loans in the aggregate being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof);
(v) the Servicer acting on behalf of the Borrower shall notify the Administrative Agent of any amount to be deposited into the any Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility DocumentsArticle XIV;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Remora Capital Corp)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:
(i) each such Substitute Loan is a Collateral Loan and, if such Collateral Loan is intended to be treated as an Eligible Loan, the Borrower and the Collateral Loan on the date of substitution and, subject to Section 2.02, Manager shall have received written notice from the Administrative Agent shall have received and approved an Approval Request for evidencing the Collateral Loan the Borrower intends to purchase with the proceeds approval of the Advance and such approval has not expired or been rescindedAdministrative Agent in its sole discretion, in accordance with clause (A) of the definition of “Eligible Loan”;
(ii) after giving effect to any such substitution, (x) each of the Collateral Quality Tests, the Concentration Limitations and the Net Equity Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test it is maintained or improvedimproved and (y) and each Coverage the Borrowing Base Test is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution unless such Default or Event of Default will be cured upon giving effect to such substitution and the application of the proceeds thereof);
(v) the Servicer Borrower (or the Collateral Manager acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility DocumentsCustodian Agreement;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 1 contract
Sources: Credit and Security Agreement (FS Investment Corp II)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:
substitution (as certified to the Agents by the Borrower (or the Collateral Manager on behalf of the Borrower)): (i) each Substitute Loan (x) is an Eligible Collateral First Lien Obligation (excluding Uni--Tranche Loans, Bifurcated First Lien Term Loans and Covenant Lite Loans) and (y) --117-- has a lower Risk Factor Rating than the Loan being substituted for, in each case on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded;
substitution; (ii) after giving effect to any such substitution, each Collateral Coverage Test and Portfolio Quality Test is satisfied (or, or if not satisfied immediately prior to any such investment, compliance with such Collateral Coverage Test or Portfolio Quality Test is not satisfied, such test is maintained or improved) and each Coverage Test is satisfied;
improved after giving effect to such substitution); (iii) the sum 100% of the Principal Balances of such Substitute Loans shall be equal to or greater than proceeds from the sum of the Principal Balances sale of the Collateral Loans being substituted for;
Loan(s) to be replaced in connection with such Substitute Loan are either applied by the Borrower to acquire the Substitute Loan(s) or deposited in the Principal Collection Subaccount; (iv) no Default or Event of Default has occurred and is continuing (before or would result therefrom;
after giving effect to such substitution); (v) there is no adverse selection, impacting the Servicer acting interest of the Secured Parties, by the Borrower or Collateral Manager with regard to such Collateral Loans to be substituted or the Substitute Loans; (vi) the Borrower and, if the Collateral Manager is the initial Collateral Manager or an Affiliate of the Borrower or the BDC, the Collateral Manager (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent and the Collateral Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase); (vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility Documents;
Loans; (viviii) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”)for, each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On ; (ix) the Retransfer Date Concentration Limitations (recalculated, solely for this purpose, as of the date of such proposed sale) are satisfied (or if there is any Excess Concentration Amount, such Excess Concentration Amount is maintained or decreased after giving effect to such sale); (x) in connection with the substitution of a Collateral LoanLoan the fair market value (expressed as a percentage of par) of which is lower than 95%, the Collateral Agent, for Substitute Loan therefor has a fair market value (expressed as a percentage of par) higher than the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents ; and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(viixi) the Borrower shall deliver to the Administrative Agent on the date of such substitution (with a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.copy to the
Appears in 1 contract
Sources: Term Credit and Security Agreement (Monroe Capital Income Plus Corp)
Conditions to Substitution. No substitution of a Collateral Loan Asset with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral Assets occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedAsset;
(ii) (x) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improvedimproved and (y) the Borrowing Base Test (Aggregate) is satisfied, and each Coverage (z) if any Collateral Asset is denominated in an Eligible Currency, the Borrowing Base Test (Currency) for such Eligible Currency is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans Assets being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution of Collateral Assets, all other substitutions occurring substantially concurrently and all sales or purchases of Collateral Assets previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof;
(v) the Servicer Borrower (or the Collateral Manager acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Required Loan Documents for any such Substitute Loan in accordance with the Facility DocumentsLoan;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan Asset being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan Asset being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral LoanAsset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties USActive 59109857.1659109857.18 in, to and under such Collateral Loan Asset being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan Asset pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such dateBorrowing Base Calculation Statement.
Appears in 1 contract
Sources: Credit and Security Agreement (LGAM Private Credit LLC)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:substitution (as certified to the Agents by the Borrower (or the Collateral Manager on behalf of the Borrower)):
(i) each Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedsubstitution;
(ii) after giving effect to any such substitution, each Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such investment, compliance with such Collateral Quality Test is maintained or improved) ), and each Coverage Test is satisfied;
(iii) the sum of the Principal Balances of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances of the Collateral Loans being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution);
(v) no selection procedure adverse to the Servicer acting interests of the Secured Parties was utilized by the Borrower or the Collateral Manager in the selection of the Substitute Loan(s) or the Collateral Loans being substituted for;
(vi) the Borrower and the Collateral Manager (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent and the Collateral Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase);
(vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility DocumentsLoans;
(viviii) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the ‑130‑ FILENAME Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Collateral Manager on behalf of the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(viiix) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral Loans occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedLoan;
(ii) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improvedimproved and (y) and each Coverage the Borrowing Base Test is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution of Collateral Loans, all other substitutions occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof;
(v) the Servicer Borrower (or the Collateral Manager acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Required Loan Documents for any such Substitute Loan in accordance with the Facility Documents;Loan; USActive 55502425.1255502425.13
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such dateBorrowing Base Calculation Statement.
Appears in 1 contract
Sources: Credit and Security Agreement (Blackstone Private Credit Fund)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral Loans occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedLoan;
(ii) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improvedimproved and (y) and each Coverage the Borrowing Base Test is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution of Collateral Loans, all other substitutions occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof;
(v) the Borrower (or the Servicer acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Required Loan Documents for any such Substitute Loan in accordance with the Facility DocumentsLoan;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the direction and sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such dateBorrowing Base Calculation Statement.
Appears in 1 contract
Sources: Credit and Security Agreement (SLR Investment Corp.)
Conditions to Substitution. No substitution Subject to the terms and conditions set forth in this Section 2.7, Borrower may obtain a release of the Lien of a Collateral Mortgage and the related Loan with Documents encumbering an Individual Property (each, a Substitute Loan "SUBSTITUTED PROPERTY" and collectively, the "SUBSTITUTED PROPERTIES") by substituting therefor one or more full service hotel properties (collectively, a "SUBSTITUTE PROPERTY") of comparable or better quality and physical condition to that of the Substituted Property on the Closing Date, provided that (a) no such substitution may occur after the Effective Maturity Date, (b) such substitution shall occur unless not be allowed for the San ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Chicago Hilton at any time and (c) no such substitution shall be permitted prior to the earlier of (x) the second (2nd) anniversary of the Closing Date or (y) the final Securitization of the Loan. In addition, any such substitution shall be subject, in each case, to the satisfaction of the following conditions is satisfied as of the date of such substitutionprecedent:
(ia) each Substitute Loan is an Eligible Collateral Loan on Simultaneously with the date of substitution andsubstitution, subject Borrower shall convey fee simple title to Section 2.02, the Administrative Agent Substituted Property to a Person other than Borrower.
(b) Lender shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds appraisal of the Advance and such approval has not expired or been rescinded;
Substitute Property dated no more than sixty (ii60) each Collateral Quality Test is satisfied (or, if not satisfied immediately days prior to such investmentthe substitution by an appraiser acceptable to the Rating Agencies, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfied;
(iii) the sum indicating an appraised value of the Principal Balances of such Substitute Loans shall be Property that is equal to or greater than the sum value of the Principal Balances Substituted Property determined by Lender at or about the Closing Date.
(c) Immediately after giving effect to the substitution, the Debt Service Coverage Ratio for the Loan for all of the Collateral Loans being substituted for;Individual Properties (including the Substitute Property but excluding the Substituted Property) is not less than the greater of (i) 2.26x and (ii) the Debt Service Coverage Ratio for the Loan for all of the Individual Properties (including the Substituted Property but excluding the Substitute Property) as of the date immediately preceding the substitution.
(ivd) no Lender shall have received confirmation in writing from the Rating Agencies to the effect that such substitution will not result in a withdrawal, qualification or downgrade of the respective ratings in effect immediately prior to such substitution for the Certificates issued in connection with the Securitization that are then outstanding. If a Securitization has not occurred, Lender shall have approved the Substitute Property in its reasonable discretion.
(e) No Default has or Event of Default shall have occurred and is be continuing and Borrower shall be in compliance in all material respects with all terms and conditions set forth in this Agreement and in each Loan Document on Borrower's part to be observed or would result therefrom;performed. Lender shall have received an Officer's Certificate in form and substance satisfactory to the Rating Agencies confirming the foregoing, stating that the representations and warranties of Borrower contained in this Agreement and the other Loan Documents including, without limitation, the representations and warranties set forth in Section 3.1 of this Agreement, are true and correct in all material respects on and as of the date of the substitution with respect to Borrower, the Individual Properties and the Substitute Property and containing any other representations and warranties with respect to Borrower, the Individual Properties, the Substitute Property or the Loan as the Rating Agencies may require and as are customary in property substitutions similar to the substitution of the Substitute Property for the Substituted Property in connection with lending transactions similar to the Loan and as are consistent with the facts covered by such representations and warranties as they exist as of the date thereof, which representations and warranties shall survive for so long as any amount remains payable to Lender under this Agreement or any of the other Loan Documents, it being understood, however, that such representations and warranties shall have been made only as of the date of the substitution.
(vf) Borrower shall have executed, acknowledged and delivered to Lender (i) a Mortgage, an Assignment of Leases and two UCC Financing Statements for jurisdictions requested by Lender with respect to the Servicer acting on behalf Substitute Property, together with a letter from Borrower countersigned by a title insurance company acknowledging receipt of such Mortgage, Assignment of Leases and UCC-1 Financing Statements and agreeing to record or file, as applicable, such Mortgage, Assignment of Leases and Rents and one of the UCC-1 Financing Statements in the real estate records for the county in which the Substitute Property is located and to file one of the UCC-1 Financing Statements in the office of the Secretary of State of the state in which the Substitute Property is located, so as to effectively create upon such recording and filing valid and enforceable Liens upon the Substitute Property, of the requisite priority, in favor of Lender (or such other trustee as may be desired under local law), subject only to the Permitted Encumbrances and such other Liens as are permitted pursuant to the Loan Documents, (ii) an Environmental Indemnity with respect to the Substitute Property, and (iii) such amendments to the Loan Documents as may be required in order to evidence the substitution. The Mortgage, Assignment of Leases, UCC-1 Financing Statements and Environmental Indemnity shall be the same in form and substance as the counterparts of such documents executed and delivered with respect to the related Substituted Property subject to modifications reflecting the Substitute Property as the Individual Property that is the subject of such documents and such modifications reflecting the laws of the state in which the Substitute Property is located as shall be recommended by the counsel admitted to practice in such state and delivering the opinion as to the enforceability of such documents required pursuant to clause (n) below. The Mortgage encumbering the Substitute Property shall secure all amounts evidenced by the Note, provided that in the event that the jurisdiction in which the Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to one hundred fifty percent (150%) of the amount of the Loan allocated to the Substitute Property. The amount of the Loan allocated to, and the Allocated Loan Amount of, the Substitute Property (such amount being hereinafter referred to as the "SUBSTITUTE ALLOCATED LOAN AMOUNT") shall equal the Allocated Loan Amount of the related Substituted Property. In the event that the Substitute Property is owned by a Person that is not a Borrower prior to such substitution, such Person shall notify execute and deliver an agreement pursuant to which such Person shall assume all of Borrower's obligations under the Administrative Agent Loan Documents.
(g) Lender shall have received (i) a "tie-in" or similar endorsement to each Title Insurance Policy insuring the Lien of an existing Mortgage evidencing the substitution of the Substitute Property for the Substituted Property, to the extent such endorsements are available in the related jurisdictions, and (ii) a Title Insurance Policy (or a marked, signed and redated commitment to issue such Title Insurance Policy) insuring the Lien of the Mortgage encumbering the Substitute Property, issued by one or more of the title companies that issued the Title Insurance Policies insuring the Lien of the existing Mortgages and dated as of the date of the substitution, with reinsurance and direct access agreements that replace such agreements issued in connection with the Title Insurance Policy insuring the Lien of the Mortgage encumbering the Substituted Property. The Title Insurance Policy issued with respect to the Substitute Property shall (A) provide coverage in the amount of the Substitute Allocated Loan Amount if the "tie-in" or similar endorsement described above is available or, if such endorsement is not available, in an amount equal to one hundred fifty percent (150%) of the Substitute Allocated Loan Amount, (B) insure Lender that the relevant Mortgage creates a valid first lien on fee estate of the Substitute Property, free and clear of all exceptions from coverage other than Permitted Encumbrances (other than clause (ii) of the definition of such term herein) and standard exceptions and exclusions from coverage (as modified by the terms of any amount endorsements), (C) contain such endorsements and affirmative coverages as are contained in the Title Insurance Policies insuring the Liens of the existing Mortgages, and (D) name Lender as the insured. Lender also shall have received copies of paid receipts or other evidence acceptable to Lender showing that all premiums in respect of such endorsements and Title Insurance Policies have been paid. In no event shall Substitute Property be deposited into the Collection Account an interest in a ground lease in connection with any substitution prior to a Securitization. Subsequent to a Securitization, a Substitute Property affected by a ground lease shall be permitted only if such substitution and shall deliver ground lease satisfies the then-current criteria of the Rating Agencies, as evidenced by written confirmation from the Rating Agencies that such ground lease will not result in the qualification, downgrade or withdrawal of the then current ratings assigned to the Custodian Certificates, Lender shall have received an estoppel certificate from the ground lessor that satisfies the then-current criteria of the Rating Agencies and Lender shall have received an opinion of Borrower's counsel stating that such ground lease satisfies all applicable ERISA requirements.
(h) Lender shall have received (i) an endorsement to the Collateral Agent Title Insurance Policy insuring the Related Documents Lien of the Mortgage encumbering the Substitute Property insuring that the Substitute Property constitutes a separate tax lot or, if such an endorsement is not available in the state in which the Substitute Property is located, a letter from the title insurance company issuing such Title Insurance Policy stating that the Substitute Property constitutes a separate tax lot, (ii) a letter from the appropriate Governmental Authority stating that the Substitute Property constitutes a separate tax lot or (iii) copies of tax assessments from the appropriate taxing authority demonstrating that the Substitute Property constitutes a separate tax lot.
(i) Lender shall have received a current title survey for any each Substitute Loan Property, certified to the title company and Lender and their successors and assigns, in the same form and having the same content as the certification of the Survey of the Substituted Property prepared by a professional land surveyor licensed in the state in which the Substitute Property is located and acceptable to the Rating Agencies in accordance with the Facility Documents;1997 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. Such survey shall reflect the same legal description contained in the Title Insurance Policy relating to such Substitute Property and shall include, among other things, a metes and bounds description of the real property comprising part of such Substitute Property or other type of real property description (e.g., block and lot) that is customarily used in the jurisdiction in which the Substitute Property is located. The surveyor's seal shall be affixed to each survey and each survey shall certify that the surveyed property is not located in a "one-hundred-year flood hazard area" (or, if it is so located, such property shall be covered by flood insurance meeting the requirements set forth in Section 5.1.1(a)(i) hereof).
(vij) upon confirmation Lender shall have received valid certificates of insurance indicating that the requirements for the Policies required for an Individual Property hereunder have been satisfied with respect to the Substitute Property and evidence of the payment of all premiums payable for the existing policy period.
(k) Lender shall have received a Phase I environmental report and, if recommended under the Phase I environmental report, a Phase II environmental report, which conclude that the Substitute Property does not contain any Hazardous Substance (as defined in the Environmental Indemnity) and is not subject to any risk of contamination from any off-site Hazardous Substance. If any such report discloses the presence of any Hazardous Substance or the risk of contamination from any off-site Hazardous Substance, a substitution shall not be allowed with respect to such proposed Substitute Property at any time prior to a Securitization. If, subsequent to a Securitization, any such report discloses the presence of any Hazardous Substance or the risk of contamination from any off-site Hazardous Substance, such report shall include an estimate of the cost of any related remediation required to be undertaken by an environmental consultant selected by Lender and Borrower shall deposit with Lender an amount equal to one hundred twenty-five percent (125%) of such estimated cost, which deposit shall constitute additional security for the Loan and shall be released to Borrower upon the delivery to Lender of (i) an update to such report indicating that there is no longer any Hazardous Substance on the Substitute Property or any danger of contamination from any off-site Hazardous Substance that has not been fully remediated and (ii) a certificate from Borrower stating that all such remediation work has been paid in full. As used in this paragraph, Hazardous Substance shall not include any cleaning or other products generally used in connection with, and necessary and appropriate for, the routine maintenance or repair of the Substitute Property or the operation thereof in accordance herewith, which are used, stored and disposed of in compliance with Environmental Law (as defined in the Environmental Indemnity).
(l) Lender shall have received a Physical Conditions Report with respect to the Substitute Property stating that the Substitute Property and its use comply in all material respects with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and that the Substitute Property is in good condition and repair and free of material damage or waste. If compliance with any Legal Requirements are not addressed by the Physical Conditions Report, such compliance shall be confirmed by delivery to Lender of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed letter from the Collateral and the applicable Substitute Loan(s) shall be included municipality in the Collateral. On the Retransfer Date of a Collateral Loanwhich such Property is located, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying surveyor that each is licensed in the state in which the Substitute Property is located (with respect to zoning and subdivision laws, if offered in the jurisdiction in which the Substitute Property is located), or an ALTA 3.1 zoning endorsement to the Title Insurance Policy delivered pursuant to clause above (with respect to zoning laws) or a subdivision endorsement to the Title Insurance Policy delivered pursuant to clause (i) above (with respect to subdivision laws). If the Physical Conditions Report recommends that any immediate repairs be made with respect to the Substitute Property, a substitution shall not be allowed with respect to such proposed Substitute Property at any time prior to a Securitization. If, subsequent to a Securitization, any such Physical Conditions Report recommends that any immediate repairs be made with respect to the Substitute Property, such report shall include an estimate of the foregoing is true and correct as cost of such daterecommended repairs and Borrower shall deposit with Lender an amount equal to one hundred twenty-five percent (125%) of such estimated cost (less the amount of FF&E Funds deposited for such immediate repairs, provided such repairs are included in a capital expenditures program for such Substitute Property), which deposit shall constitute additional security for the Loan and shall be released to Borrower upon the delivery to Lender of (i) an update to such Physical Conditions Report or a letter from the engineer that prepared such Physical Conditions Report indicating that the recommended repairs were completed in good and workmanlike manner and (ii) paid receipts indicating that the costs of all such repairs have been paid.
(m) Borrower shall deliver or cause to be delivered to Lender (i) updates certified by Borrower of all organizational documentati
Appears in 1 contract
Sources: Loan Agreement (Hilton Hotels Corp)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:substitution (as certified to the Agents by the Borrower (or the Collateral Manager on behalf of the Borrower)):
(i) each Substitute Loan is satisfies the eligibility criteria set forth in the definition of an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedsubstitution;
(ii) after giving effect to any such substitution, each Collateral Coverage Test is satisfied (or if any such Coverage Test is not satisfied, such test is maintained or improved after giving effect to such substitution) and each Portfolio Quality Test is satisfied (or, or if not satisfied immediately prior to such investment, compliance with such Collateral any Portfolio Quality Test is not satisfied, such test is maintained or improved) and each Coverage Test is satisfiedimproved after giving effect to such substitution);
(iii) the sum 100% of the Principal Balances of such Substitute Loans shall be equal to or greater than proceeds from the sum of the Principal Balances sale of the Collateral Loans being substituted forLoan(s) to be replaced in connection with such Substitute Loan are either applied by the Borrower to acquire the Substitute Loan(s) or deposited in the Principal Collection Subaccount;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution);
(v) there is no adverse selection, impacting the Servicer acting interest of the Secured Parties, by the Borrower or Collateral Manager with regard to such Collateral Loans to be substituted or the Substitute Loans;
(vi) the Borrower and, if the Collateral Manager is the initial Collateral Manager or an Affiliate of the Borrower or the BDC, the Collateral Manager (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent and the Collateral Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase);
(vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility DocumentsLoans;
(viviii) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”)for, each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On ;
(ix) the Retransfer Date of a Collateral LoanConcentration Limitations are satisfied (or if there is any Excess Concentration Amount, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed such Excess Concentration Amount is maintained or decreased after giving effect to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03sale); and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:substitution (as certified to the Administrative Agent by the Borrower (or the Servicer on behalf of the Borrower)):
(i) each Substitute Loan is an Eligible Collateral Loan satisfies the Eligibility Criteria on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedsubstitution;
(ii) after giving effect to any such substitution, the Availability Test, Interest Coverage Ratio Test, the Asset Coverage Ratio Test and each Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such investment, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfied;
(iii) the sum 100% of the Principal Balances of such Substitute Loans shall be equal to or greater than proceeds from the sum sale of the Principal Balances of Loan(s) to be replaced in connection with such substitution are either applied by the Collateral Loans being substituted forBorrower to acquire the Substitute Loan(s) or deposited in the Collection Account;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution);
(v) there is no adverse selection, impacting the interest of the Secured Parties, by the Borrower or Servicer with regard to such Collateral Loans to be substituted or the Substitute Loans;
(vi) the Borrower and, if the Servicer acting is an Affiliate of the Borrower or the Originator, the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase);
(vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and Custodian, pursuant to the Collateral Agent terms of the Related Custodial Agreement, the Loan Documents for any Substitute Loan in accordance with the Facility DocumentsLoans;
(viviii) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”)for, each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and;
(viiix) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date; and
(x) the Concentration Limitations are satisfied.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Newtek Business Services Corp.)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution:
(i) each no Default or Event of Default exists and is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such substitution);
(ii) such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded;
(ii) each Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such investment, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfiedLoan;
(iii) upon giving effect thereto, the sum Borrowing Base Test, the Ratings Test and each of the Principal Balances of such Substitute Loans Coverage Tests shall be equal to or greater than the sum of the Principal Balances of the Collateral Loans being substituted forsatisfied;
(iv) no Default has occurred and such Substitute Loan is continuing acquired from (A) the Equityholder in accordance with the Sale Agreement or would result therefrom(B) a Person that is not an Affiliate of the Collateral Manager, the Borrower or the Equityholder;
(v) 100% of the Servicer acting on behalf proceeds from the sale of the Collateral Loan(s) to be replaced in connection with such substitution are either applied by the Borrower to acquire the Substitute Loan(s) or deposited in the Collection Account; provided, for the avoidance of doubt, proceeds in connection with a substitution between an Affiliate of the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian that holds an equity interest therein and the Collateral Agent Borrower may be in the Related Documents for any Substitute Loan in accordance with form a capital contribution or deemed dividend as reflected on the Facility Documentsbooks and records of such parties;
(vi) upon confirmation of there is no adverse selection, impacting the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit interest of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower or Collateral Manager with regard to effect the release and transfer of such Collateral Loan pursuant Loans to this Section 10.03be substituted or the Substitute Loans; and
(vii) the Borrower shall deliver to the Administrative Agent on the date sale of any such Collateral Loan in connection with such substitution a certificate otherwise complies with the provisions of a Responsible Officer certifying that each of the foregoing is true and correct as of such dateSection 10.01.
Appears in 1 contract
Sources: Credit and Security Agreement (Saratoga Investment Corp.)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:substitution (as certified to the Agents by the Borrower (or the Collateral Manager on behalf of the Borrower)):
(i) each Substitute Loan is satisfies the eligibility criteria set forth in the definition of an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded;
substitution; (ii) after giving effect to any such substitution, each Collateral Coverage Test is satisfied (or if any such Coverage Test is not satisfied, such test is maintained or improved after giving effect to such substitution) and each Portfolio Quality Test is satisfied (or, or if not satisfied immediately prior to such investment, compliance with such Collateral any Portfolio Quality Test is not satisfied, such test is maintained or improved) and each Coverage Test is satisfied;
improved after giving effect to such substitution); (iii) the sum 100% of the Principal Balances of such Substitute Loans shall be equal to or greater than proceeds from the sum of the Principal Balances sale of the Collateral Loans being substituted for;
Loan(s) to be replaced in connection with such Substitute Loan are either applied by the Borrower to acquire the Substitute Loan(s) or deposited in the Principal Collection Subaccount; (iv) no Default or Event of Default has occurred and is continuing (before or would result therefrom;
after giving effect to such substitution); (v) there is no adverse selection, impacting the Servicer acting interest of the Secured Parties, by the Borrower or Collateral Manager with regard to such Collateral Loans to be substituted or the Substitute Loans; (vi) the Borrower and, if the Collateral Manager is the initial Collateral Manager or an Affiliate of the Borrower or the BDC, the Collateral Manager (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent and the Collateral Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase); (vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility Documents;
Loans; (viviii) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”)for, each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(viiix) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing Concentration Limitations are satisfied (or if there is true and correct as of such date.any Excess
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:substitution (as certified to the Agents by the Borrower (or the Collateral Manager on behalf of the Borrower)):
(i) each Substitute Loan is satisfies the eligibility criteria set forth in the definition of an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedsubstitution;
(ii) after giving effect to any such substitution, each Collateral Quality Coverage Test (or if any such Coverage Test is satisfied (ornot satisfied, if not satisfied immediately prior to such investment, compliance with such Collateral Quality Test test is maintained or improved) and each Coverage Test is satisfiedimproved after giving effect to such substitution);
(iii) the sum 100% of the Principal Balances of such Substitute Loans shall be equal to or greater than proceeds from the sum of the Principal Balances sale of the Collateral Loans being substituted forLoan(s) to be replaced in connection with such Substitute Loan are either applied by the Borrower to acquire the Substitute Loan(s) or deposited in the Principal Collection Subaccount;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution);
(v) there is no adverse selection, impacting the Servicer acting interest of the Secured Parties, by the Borrower or Collateral Manager with regard to such Collateral Loans to be substituted or the Substitute Loans;
(vi) the Borrower and, if the Collateral Manager is the initial Collateral Manager or an Affiliate of the Borrower or the BDC, the Collateral Manager (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent and the Collateral Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase);
(vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility DocumentsLoans;
(viviii) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”)for, each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and;
(viiix) the Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Agent) on the date of such substitution a certificate of a Responsible Officer of the Borrower certifying that each of the foregoing is true and correct as of such date; and
(x) the Concentration Limitations are satisfied (or if there is any Excess Concentration Amount, such Excess Concentration Amount is maintained or decreased after giving effect to such sale).
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:substitution (as certified to the Agents by the Borrower (or the Collateral Manager on behalf of the Borrower)):
(i) each Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedsubstitution;
(ii) after giving effect to any such substitution, each Coverage Test and each Collateral Quality Test is satisfied (or, if such Collateral Quality Test is not satisfied immediately prior to such investment, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfied;); 750499896 22723957
(iii) the sum of the Principal Balances of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances of the Collateral Loans being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof);
(v) the Servicer Collateral Manager acting on behalf of the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility DocumentsArticle XIII;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the ServicerCollateral Manager, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 1 contract
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution, after giving effect to such substitution, all other substitutions occurring substantially concurrently and all sales or purchases previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedLoan;
(ii) (x) each of the Collateral Quality Test Tests and the Concentration Limitations is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test it is maintained or improved, (y) and each the Coverage Test is satisfied or, if it is not satisfied, it is maintained or improved and (z) no Coverage Deficiency (Trading) Test Failure exists or would result upon giving effect thereto;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans (which Asset Values as of the date such Substitute Loans are conveyed to the Borrower shall constitute the “Original Asset Values” thereof for purposes of the Borrowing Base) shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (before or would result therefromafter giving effect to such substitution, all other substitutions occurring substantially concurrently and all sales or purchases previously or substantially concurrently committed to, unless such Default or Event of Default will be cured upon giving effect to such substitution and the application of the proceeds thereof);
(v) the Borrower (or the Servicer acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and the Collateral Agent the Related Documents for any Substitute Loan in accordance with the Facility DocumentsArticle XIII hereof;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, Parties in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take such other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 1 contract
Sources: Credit and Security Agreement (Bain Capital Specialty Finance, Inc.)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral Loans occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to:
(i) each such Substitute Loan is an Eligible Collateral Loan on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescindedLoan;
(ii) each Collateral Quality Test is satisfied (or, if it is not satisfied immediately prior to such investmentsatisfied, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfied;
(iii) the sum of the Principal Balances Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Principal Balances Asset Values of the Collateral Loans being substituted for;
(iv) no Default or Event of Default has occurred and is continuing (unless a Default is continuing that would be cured following the application of such purchase) (before or would result therefromafter giving effect to such substitution, all other substitutions of Collateral Loans occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to);
(v) the Borrower (or the Servicer acting on behalf of the Borrower its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Collateral Custodian and the Collateral Agent the Related Required Loan Documents for any Substitute Loan (which may be delivered by providing access to a data room in accordance with the Facility Documentsthis Agreement) for any such Substitute Loan;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.
Appears in 1 contract
Sources: Credit and Security Agreement (Antares Strategic Credit Fund II LLC)
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution:
substitution (as certified to the Administrative Agent by the Borrower (or the Servicer on behalf of the Borrower)): (i) each Substitute Loan is an Eligible Collateral Loan satisfies the Eligibility Criteria on the date of substitution and, subject to Section 2.02, the Administrative Agent shall have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded;
substitution; (ii) after giving effect to any such substitution, the Availability Test, Interest Coverage Ratio Test, the Asset Coverage Ratio Test and each Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such investment, compliance with such Collateral Quality Test is maintained or improved) and each Coverage Test is satisfied;
; (iii) the sum 100% of the Principal Balances of such Substitute Loans shall be equal to or greater than proceeds from the sum sale of the Principal Balances of Loan(s) to be replaced in connection with such substitution are either applied by the Collateral Loans being substituted for;
Borrower to acquire the Substitute Loan(s) or deposited in the Collection Account; (iv) no Default or Event of Default has occurred and is continuing (before or would result therefrom;
after giving effect to such substitution); (v) there is no adverse selection, impacting the interest of the Secured Parties, by the Borrower or Servicer with regard to such Collateral Loans to be substituted or the Substitute Loans; (vi) the Borrower and, if the Servicer acting is an Affiliate of the Borrower or the Originator, the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase); (vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian and Custodian, pursuant to the Collateral Agent terms of the Related Custodial Agreement, the Loan Documents for any Substitute Loan in accordance with the Facility Documents;
(vi) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral. On the Retransfer Date of a Collateral Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release and transfer to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under such Collateral Loan being substituted for. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the release and transfer of such Collateral Loan pursuant to this Section 10.03Loans; and
(vii) the Borrower shall deliver to the Administrative Agent on the date of such substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date.- 93- 34881204v6 110062879
Appears in 1 contract