Module deep-dive
Disqualified institutions
Borrower-controlled list of institutions ineligible to hold the Loans. Standard tool for keeping competitors and hostile holders out of the syndicate.
Protection profile
Borrower-controlled DQ list with broad competitor category and notice-only amendment. Standard sponsor-friendly drafting — limited check on who can hold the paper.
Names + competitors + affiliates of competitors — broad.
§1 §1.01 →WeakAmendabilityBorrower may add to the list on 10 days' notice; no consent required.
§10 §10.07 →ModeratePublic/private toggleList provided to Administrative Agent, available to Lenders on request.
§10 §10.07 →StrongTrade-date carveoutTrades pending at the time of designation are honored.
§10 §10.07 →From a secondary-market liquidity standpoint, the breadth of the competitor category is the principal concern: the borrower can categorically exclude trading desks at named competitors with little process.
Basket chain4 terms · 3 dependencies
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Wiki precedent1 cases
Precedents drawn from the public corpus (SEC filings, court opinions, market commentary). Other tenants' uploads are never used as comparables.
Evidence3 clauses
§1.01 — Disqualified Institutionp. 18
""Disqualified Institution" means (i) any Person identified by name on a list delivered by the Borrower to the Administrative Agent on or prior to the Closing Date, (ii) any Competitor, and (iii) any Affiliate of any of the foregoing that is reasonably identifiable as such by name."
§10.07(b)p. 215
"The Borrower may, by written notice to the Administrative Agent (with a copy posted to the Platform for the benefit of the Lenders), add additional Persons to the list of Disqualified Institutions; any such addition shall be effective ten (10) Business Days after such notice is received."
§10.07(c)p. 216
"Any assignment or participation in violation of this Section shall be null and void; provided, that no addition to the list of Disqualified Institutions shall apply retroactively to disqualify any Person that was an Eligible Assignee at the time the relevant trade was executed."
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