Common use of Eligibility of Portfolio Investments Clause in Contracts

Eligibility of Portfolio Investments. The Administrative Agent shall have the right, on behalf of all Lenders, to reasonably request additional information regarding any proposed Portfolio Investment. The Administrative Agent shall notify the Portfolio Manager and the Company of its approval or failure to approve each Portfolio Investment proposed to be acquired pursuant to a Notice of Acquisition (and, if approved, (x) an initial determination of the Market Value for such Portfolio Investment and (y) whether it elects to designate such Portfolio Investment as a Specified Investment) no later than the fifth (5th) Agent Business Day succeeding the date on which it receives such Notice of Acquisition and any information reasonably requested in writing in connection therewith); provided that any Initial Portfolio Investment and any Initial Participation Interest shall be deemed to be approved by the Administrative Agent. The failure of the Administrative Agent to approve the acquisition of a Portfolio Investment will not prohibit the Company from acquiring such Portfolio Investment (subject to satisfaction of the Eligibility Criteria and the conditions set forth in Section 1.03(3) and Section 1.03(4)); provided that (i) any Portfolio Investment not so approved prior to its Trade Date shall be deemed to be an Ineligible Investment until such later date (if any) on which such Portfolio Investment is approved and (ii) the failure of the Administrative Agent to notify the Portfolio Manager and the Company of its approval of any Portfolio Investment in accordance with this Section 1.02(c) shall be deemed to be a disapproval of such proposed acquisition. Prior to the occurrence of a Market Value Event or Event of Default, any direction required hereunder relating to the acquisition, sale, disposition or other transfer of a Portfolio Investment may be in the form of a trade ticket, confirmation of trade, instruction to post or to commit to the trade or similar instrument or document or other written instruction (including by email or other electronic communication or file transfer protocol) from the Company (or the Portfolio Manager on its behalf) on which, subject to Sections 9.01 and 9.02, the Collateral Agent may rely.

Eligibility of Portfolio Investments. The Administrative Agent shall have the right, on behalf of all Lenders, to reasonably request additional information regarding any proposed Portfolio Investment. The Administrative Agent shall notify (and shall use commercially reasonable efforts to notify within five (5) Agent Business Days) the Portfolio Manager and the Company (including via e-mail or other customary electronic messaging system) of its approval or failure to approve each Portfolio Investment proposed to be acquired pursuant to a Notice of Acquisition (and, if approved, (x) an initial determination of the Market Value for such Portfolio Investment and (y) whether it elects to designate such Portfolio Investment as a Specified Investment) no later than the fifth (5th) Agent Business Day succeeding the date on which it receives such Notice of Acquisition and any information reasonably requested in writing in connection therewith); provided that (i) any Initial Portfolio Investment, Second Amended and Restated Effective Date Portfolio Investment and any Initial Participation Interest the Sixth MPA Portfolio Investments shall be deemed to be approved by the Administrative Agent. The Agent and (ii) the failure of the Administrative Agent to approve notify the acquisition Portfolio Manager and the Company of its approval in accordance with this Section 1.02(c) shall be deemed to be a disapproval of such proposed acquisition. Any Portfolio Investment will not prohibit so approved (or deemed approved, in the case of the Sixth MPA Portfolio Investments) shall be deemed to remain approved for a period of ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.02 or Section 1.03, the Company may acquire any Portfolio Investment, from acquiring such Portfolio Investment (time to time, pursuant to the Sale Agreement or, subject to satisfaction of the Eligibility Criteria and the conditions set forth in Section 1.03(3) and Section 1.03(4))1.03 otherwise, without the prior approval of the Administrative Agent; provided provided, that (i) any Portfolio Investment not so approved prior to its Trade Date date of acquisition shall be deemed to be an Ineligible Investment until such later date (if any) on which such Portfolio Investment is approved and (ii) the failure of the Administrative Agent to notify the Portfolio Manager and the Company of its approval of any Portfolio Investment in accordance with this Section 1.02(c) shall be deemed to be a disapproval of such proposed acquisition. Prior to the occurrence of a Market Value Event or Event of Default, any direction required hereunder relating to the acquisition, sale, disposition or other transfer of a Portfolio Investment may be in the form of a trade ticket, confirmation of trade, instruction to post or to commit to the trade or similar instrument or document or other written instruction (including by email or other electronic communication or file transfer protocol) from the Company (or the Portfolio Manager on its behalf) on which, subject to Sections 9.01 and 9.02, the Collateral Agent may relyso approved.

Eligibility of Portfolio Investments. The Administrative Agent Agent, shall have the right, on behalf of all Lenders, Financing Providers to reasonably request additional information regarding any proposed Portfolio Investment. The Administrative Agent shall notify the Portfolio Manager and the Company (including via electronic mail or other customary electronic messaging system) of its approval or failure to approve each Portfolio Investment proposed to be acquired pursuant to a Notice of Acquisition (and, if approved, (x) an initial determination of the Market Value for such the related Portfolio Investment and (y) whether it elects to designate such Portfolio Investment as a Specified Investment) no later than the fifth (5th) Agent Business Day succeeding the date on which it receives such Notice of Acquisition and any information reasonably requested in writing in connection therewith)Acquisition; provided that any Initial Portfolio Investment and any Initial Participation Interest Investments acquired by the Company pursuant to the Sale Agreement on the Original Closing Date shall be deemed to be approved by the Administrative Agent. With respect to any approved Portfolio Investment to be acquired pursuant to a Notice of Acquisition, the Administrative Agent shall promptly forward such request to the Lenders, together with a preliminary indication of the amount and type of Financing that each Lender is being asked to provide in connection therewith. The term “Required Financing Providers” shall mean, Financing Providers with respect to more than 50% of the sum of (i) the aggregate principal amount of the outstanding Advances plus (ii) the aggregate undrawn amount of the outstanding Financing Commitments. The failure of the Administrative Agent to approve the acquisition of a Portfolio Investment will not prohibit the Company from acquiring such Portfolio Investment (subject to satisfaction of the Eligibility Criteria and the conditions set forth in Section 1.03(3) and Section 1.03(4)1.03); provided that (i) any Portfolio Investment not so approved prior to its Trade Date shall be deemed to be an Ineligible Investment until such later date (if any) on which such Portfolio Investment is approved and (ii) the failure of the Administrative Agent to notify the Portfolio Manager and the Company of its approval of any Portfolio Investment in accordance with this Section 1.02(c) shall be deemed to be a disapproval of such proposed acquisition. Prior to the occurrence of a Market Value Event or Event of Default, any direction required hereunder relating to the acquisition, sale, disposition or other transfer of a Portfolio Investment may be in the form of a trade ticket, confirmation of trade, instruction to post or to commit to the trade or similar instrument or document or other written instruction (including by email or other electronic communication or file transfer protocol) from the Company (or the Portfolio Manager on its behalf) on which, subject to Sections 9.01 and 9.02, the Collateral Agent may relyso approved.