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5C Lending Partners Corp.
·
10-K
Mar 5, 2:09 PM ET
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5C Lending Partners Corp. 10-K
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Contents
112
ARTICLE IDEFINITIONS
Section 1.1 Certain Defined Terms.
Section 1.2 Other Terms.
Section 1.3 Computation of Time Periods.
Section 1.4 Interpretation.
Section 1.5 Calculation of Borrowing Base.
Section 1.6 Rates.
ARTICLE IITHE NOTES
Section 2.1 The Notes.
Section 2.2 Procedures for Advances by the Lenders.
Section 2.3 Principal Repayments.
Section 2.4 Determination of Interest.
Section 2.5 Notations on Notes.
Section 2.6 Reduction of Borrowing Base Deficiency.
Section 2.7 Settlement Procedures.
Section 2.8 Alternate Settlement Procedures.
Section 2.9 Collections and Allocations; Accounts.
Section 2.10 Payments, Computations, Etc.
Section 2.11 Fees.
Section 2.12 Increased Costs; Capital Adequacy; Illegality.
Section 2.13 Taxes.
Section 2.14 Reinvestment; Discretionary Sales, Substitutions and Repurchases of Loans.
Section 2.15 Assignment of the Sale Agreement.
Section 2.16 Defaulting Lenders.
Section 2.17 Mitigation Obligations; Replacement of Lenders.
Section 2.18 Increase of Commitment; Facility Amount; Automatic Facility Amount Increase.
ARTICLE IIICONDITIONS TO THE EFFECTIVE DATE AND ADVANCES
Section 3.1 Conditions to Effective Date.
Section 3.2 Conditions Precedent to All Advances and Acquisitions of Loans.
Section 3.3 Custodianship; Transfer of Loans and Permitted Investments.
ARTICLE IVREPRESENTATIONS AND WARRANTIES
Section 4.1 Representations and Warranties of the Borrower.
Section 4.2 Representations and Warranties of the Borrower Relating to the Agreement and the Collateral.
Section 4.3 Representations and Warranties of the Collateral Manager.
Section 4.4 Representations and Warranties of the Collateral Custodian.
ARTICLE VGENERAL COVENANTS
Section 5.1 Affirmative Covenants of the Borrower.
Section 5.2 Negative Covenants of the Borrower.
Section 5.3 Affirmative Covenants of the Collateral Manager.
Section 5.4 Negative Covenants of the Collateral Manager.
Section 5.5 Affirmative Covenants of the Collateral Custodian.
Section 5.6 Negative Covenants of the Collateral Custodian.
ARTICLE VICOLLATERAL ADMINISTRATION
Section 6.1 Designation of the Collateral Manager.
Section 6.2 Duties of the Collateral Manager.
Section 6.3 Authorization of the Collateral Manager.
Section 6.4 Collection of Payments; Accounts.
Section 6.5 Realization Upon Defaulted or Delinquent Loans.
Section 6.6 Collateral Manager Compensation.
Section 6.7 Payment of Certain Expenses by the Collateral Manager.
Section 6.8 Reports.
Section 6.9 Annual Statement as to Compliance.
Section 6.10 The Collateral Manager Not to Resign.
Section 6.11 Collateral Manager Termination Events.
ARTICLE VIITHE COLLATERAL CUSTODIAN
Section 7.1 Designation of Collateral Custodian.
Section 7.2 Duties of Collateral Custodian.
Section 7.3 Merger or Consolidation.
Section 7.4 Collateral Custodian Compensation.
Section 7.5 Collateral Custodian Removal.
Section 7.6 Limitation on Liability.
Section 7.7 Resignation of the Collateral Custodian.
Section 7.8 Access to Certain Documentation and Information Regarding the Collateral; Audits.
ARTICLE VIIISECURITY INTEREST
Section 8.1 Grant of Security Interest.
Section 8.2 Release of Lien on Collateral.
Section 8.3 Remedies.
Section 8.4 Waiver of Certain Laws.
Section 8.5 Power of Attorney.
ARTICLE IXEVENTS OF DEFAULT
Section 9.1 Events of Default.
Section 9.2 Remedies.
ARTICLE XINDEMNIFICATION
Section 10.1 Indemnities by the Borrower.
Section 10.2 Indemnities by the Collateral Manager.
Section 10.3 Taxes.
ARTICLE XITHE ADMINISTRATIVE AGENT
Section 11.1 Appointment.
Section 11.2 Standard of Care; Exculpatory Provisions.
Section 11.3 The Administrative Agent’s Reliance, Etc.
Section 11.4 Credit Decision with Respect to the Administrative Agent.
Section 11.5 Indemnification of the Administrative Agent.
Section 11.6 The Successor Administrative Agent.
Section 11.7 Delegation of Duties.
Section 11.8 Payments by the Administrative Agent.
Section 11.9 Collateral Matters.
Section 11.10 Erroneous Payments.
ARTICLE XIIMISCELLANEOUS
Section 12.1 Amendments and Waivers.
Section 12.2 Notices, Etc.
Section 12.3 Ratable Payments.
Section 12.4 No Waiver; Remedies.
Section 12.5 Binding Effect; Benefit of Agreement.
Section 12.6 Term of this Agreement.
Section 12.7 Governing Law; Jury Waiver.
Section 12.8 Consent to Jurisdiction; Waivers.
Section 12.9 Costs and Expenses.
Section 12.10 No Proceedings.
Section 12.11 Recourse Against Certain Parties.
Section 12.12 Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances.
Section 12.13 Confidentiality.
Section 12.14 Execution in Counterparts; Severability; Integration.
Section 12.15 Waiver of Setoff.
Section 12.16 Assignments by the Lenders.
Section 12.17 Heading and Exhibits.
Section 12.18 Benchmark Replacement Settings.
Section 12.19 Divisions.
Section 12.20 Judgment Currency.
Section 12.21 Recognition of the U.S. Special Resolution Regimes.
Section 12.22 USA PATRIOT ACT.
ARTICLE XIIItax considerations
Section 13.1 Acknowledgement of Parties.
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