Alternate Settlement Procedures. On each Business Day, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year; (2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders; (3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000; (5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender; (7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein; (12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 2 contracts
Sources: Loan, Security and Servicing Agreement (Monroe Capital Income Plus Corp), Loan, Security and Servicing Agreement (Monroe Capital Income Plus Corp)
Alternate Settlement Procedures. On each Business Day, (a) Day following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a)Default, the Servicer Collateral Administrator (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other directionBorrowing Base Certificate) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000;
(5) to the Administrative AgentCollateral Administrator, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction DocumentsCollateral Administration Fees;
(63) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect Interest;
(4) pro rata to Advances made by such L▇▇▇▇▇ (a) each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee and Breakage Costs and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each any applicable Lender, to pay the Collateral Custodian, the Affected Parties, the Indemnified Parties, or the Secured Parties, as applicable, all other Administrative Expenses Fees and amounts, including any Increased Costs, but other than the principal of the Administrative Agent and the LendersAdvances Outstanding, then due under this Agreement;
(95) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(106) to fund the Unfunded Exposure Account in an amount necessary applicable party, to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amountpay all other Administrative Expenses;
(117) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agentapplicable Governmental Authority, any applicable LenderTax or withholding Tax which, if not paid, could result in a Lien on the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel then due under this Agreement and any amounts not paid under Section 2.8(2) as a result assets of the limitation set forth therein;Borrower; and
(12) 8) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted PaymentsBorrower.
Appears in 2 contracts
Sources: Loan and Security Agreement (New Mountain Finance Corp), Loan and Security Agreement (New Mountain Finance Corp)
Alternate Settlement Procedures. On (1) each Payment Date and (2) to the extent requested by the Administrative Agent in its sole discretion, on any Business Day, in each case, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and amounts in the Operating Account, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders)BorrowerBorrowers, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the theany Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of theany Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the Borrower aggregate, exceed $15,000; (2) first, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $10,000 125,000 in the aggregate during any calendar year;
(2) , and second, to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;
(12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 1 contract
Sources: Second Amendment and Joinder to Amended and Restated Loan Agreement (Willow Tree Capital Corp)
Alternate Settlement Procedures. On (1) each Payment Date and (or, if so elected2) to the extent requested by the Administrative Agent in its sole discretion, on any Business Day), in each case, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) . to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower Borrower, not to exceed $10,000 15,000 in the aggregate during any calendar year;
(2) . first, to the Collateral CustodianManager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral AdministratorManager incurred in connection with any sale of Collateral, not to exceed $50,000 in the Document aggregate during any calendar year, and second, to the Collateral Custodian and the Securities Intermediary, Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs). [reserved];
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;
(12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (AG Twin Brook Capital Income Fund)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer InvestmentCollateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall direct the Account Bank to make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities IntermediaryAccount Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerInvestmentCollateral Manager, first, to pay any accrued and unpaid Servicer InvestmentCollateral Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer InvestmentCollateral Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;;
(1110) (i) first, to the Collateral AdministratorAdministrative Agent (in the case of any distributions to be distributed to the Administrative Agent, or any applicable Lender), the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that ▇▇▇▇▇▇▇▇ shall first reimburse the InvestmentCollateral Manager for any unreimbursed amounts paid by the InvestmentCollateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.
Appears in 1 contract
Sources: Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall direct the Account Bank to make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities IntermediaryAccount Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Collateral Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and ▇▇, (b) any accrued and unpaid Non‑Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;Costs; [Investcorp] Loan and Security Agreement
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;;
(1110) (i) first, to the Collateral AdministratorAdministrative Agent (in the case of any distributions to be distributed to the Administrative Agent or any applicable Lender), the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Investcorp US Private Credit BDC II)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) i. to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to exceed $10,000 Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate during any calendar aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax;
(2) ii. first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that , and second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the definition aggregate during any calendar year;
iii. to pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate per calendar year and, during the Revolving Period, to the payment of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed hedge breakage or authorized termination costs owed by the Administrative Agent or Borrower not to exceed $75,000 in the Required Lendersaggregate per calendar year;
(3) iv. to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(4) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Senior Collateral Manager Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, including reasonable attorney's ’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed $200,00075,000;
(5) v. to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) vi. to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect Minimum Usage Fees (such Minimum Usage Fees to Advances made by such L▇▇▇▇▇ and be allocated based on the unused Commitment of each Lender), (b) any accrued and unpaid Non‑Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender), and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) vii. to the Administrative Agent to be distributed pro rata to the Lenders to pay repay any accrued and unpaid Interest with respect to Advances Outstandingmade by such LenderLenders;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, viii. to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, Lenders to repay the other Indemnified Parties, or principal on the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses Advances Outstanding of counsel then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinsuch Le▇▇▇▇▇;
(12) any remaining amounts shall be distributed i. to make a RIC Tax Distribution to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.Transferor;
Appears in 1 contract
Alternate Settlement Procedures. On each Business Day, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's ’s election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's ’s Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;
(12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 1 contract
Sources: Loan, Security and Servicing Agreement (Monroe Capital Income Plus Corp)
Alternate Settlement Procedures. On each Payment Date (or on any other Business Day, Day upon the election of the Administrative Agent)
(a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower Borrower, not to exceed $10,000 4,000 in the aggregate during any calendar year;
(2) (A) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, Intermediary pro rata, in an amount equal to (i) any accrued and unpaid Collateral Custodian Fees; provided further that Fees and (ii) Administrative Expenses and (B) second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $100,000 in the definition of Collateral Custodian Fees shall not apply to aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) to the Hedge Counterpartypay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $100,000 in the aggregate net amount then due and payable per calendar year and, during the Revolving Period, to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)payment of any hedge breakage or termination costs owed by the Borrower not to exceed $100,000 in the aggregate per calendar year;
(4) (A) first, (x) initially, to First Eagle Alternative Credit, LLC, and (y) after the resignation or removal of First Eagle Alternative Credit, LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the ServicerCollateral Manager (including, firstfor the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Servicer Collateral Manager Fees owing (unless waived by the Collateral Manager, in its sole discretion), or the Replacement Collateral Manager Fees, as applicable and (B) second, before the resignation or removal of First Eagle Alternative Credit, LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Servicer andCollateral Manager, second, in an amount equal to pay all documented fees and expenses of the Servicer (includingCollateral Manager, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000150,000 in the aggregate in any 12-month rolling period;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ Lender and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (such Non-Usage Fee to be allocated based on amounts owing to such the unused Commitment of each Lender) to each applicable Lender, and any accrued and unpaid Breakage Costs owing to such LenderCosts;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such Lenders;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, 8) to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Document Custodian, the Securities Intermediary, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;Agreement; and
(129) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereof, (which amounts may be used by released to the Borrower to make Restricted PaymentsFund, at the direction of the Borrower).
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (First Eagle Credit Opportunities Fund)
Alternate Settlement Procedures. On (1) each Payment Date and (2) to the extent requested by the Administrative Agent in its sole discretion, on any Business Day, in each case, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), at the Servicer request of the Administrative Agent in its sole discretion, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Quarterly Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and the Pre-Funded Equity Account (other than, if agreed to by the Required Lenders in its sole discretion, Principal Collections that have been designated for use to settle binding commitments with respect to Eligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Reporting Quarterly Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net incomeincome of the direct and indirect equity holders of the Fund), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower or its direct and indirect equity holders, in an amount not to exceed $10,000 15,000 in the aggregate during any calendar year;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to on account of (a) any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth Fees and (b) Administrative Expenses not to exceed $100,000 in the definition aggregate during any calendar year, and second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Custodian Fees shall Manager incurred in connection with the activities of the Borrower, not apply to exceed $150,000 in the aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) (x) initially, to ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC, and (y) after the resignation or removal of ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Hedge CounterpartyCollateral Manager (including, for the avoidance of doubt, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage CostsReplacement Collateral Manager, if applicable);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to Senior Collateral Manager Fees, or the Servicer andReplacement Collateral Manager Fees, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000as applicable;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender (other than any Defaulting Lender)), and any accrued and unpaid Breakage Costs;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) Lender any accrued and unpaid Interest with respect to the Loan Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender▇▇;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such ▇▇▇▇▇▇▇;
(10) 8) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountCollateral Manager as a Permitted RIC Distribution;
(11) (i9) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and or the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel the Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1210) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and
(11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted PaymentsBorrower.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall direct the Account Bank to make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities IntermediaryAccount Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Collateral Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000;250,000; [Investcorp] Loan and Security Agreement
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and Lender, (b) any accrued and unpaid Non‑Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;;
(1110) (i) first, to the Collateral AdministratorAdministrative Agent (in the case of any distributions to be distributed to the Administrative Agent or any applicable Lender), the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments., provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Investcorp US Private Credit BDC II)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall direct the Account Bank to make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities IntermediaryAccount Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Collateral Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and ▇▇, (b) any accrued and unpaid Non‑Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;; [Investcorp] Loan and Security Agreement
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;;
(1110) (i) first, to the Collateral AdministratorAdministrative Agent (in the case of any distributions to be distributed to the Administrative Agent or any applicable Lender), the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Investcorp US Private Credit BDC II)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Investment Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerInvestment Manager, first, to pay any accrued and unpaid Servicer Investment Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Investment Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) .20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(1110) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Investment Manager for any unreimbursed amounts paid by the Investment Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.
Appears in 1 contract
Sources: Loan, Security and Investment Management Agreement (Investcorp Credit Management BDC, Inc.)
Alternate Settlement Procedures. On (1) each Payment Date and (2) to the extent requested by the Administrative Agent in its sole discretion, on any Business Day, in each case, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and the Operating Account, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $10,000 in the aggregate during any calendar year15,000;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that , and second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunder, not to exceed $100,000 for any amounts paid to the Collateral Manager in the definition of Collateral Custodian Fees shall not apply to aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) to the Hedge Counterpartypay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $100,000 in the aggregate net amount then due and payable per calendar year and, during the Revolving Period, to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)payment of any hedge breakage or termination costs owed by the Borrower not to exceed $100,000 in the aggregate per calendar year;
(4) (x) initially, to 5C Lending Partners Advisor LLC, and (y) after the resignation or removal of 5C Lending Partners Advisor LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the ServicerCollateral Manager (including, firstfor the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Servicer Fees owing to Senior Collateral Manager Fees, or the Servicer andReplacement Collateral Manager Fees, second, to pay all documented fees and expenses of as applicable (unless waived by the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000Collateral Manager);
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to any accrued and unpaid Non‑Usage Fee (asuch Non-Usage Fee to be allocated based on the unused Commitment of each Lender), and any accrued and unpaid Breakage Costs;
(7) to the Administrative Agent to be distributed pro rata to each Lender any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement▇▇;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such ▇▇▇▇▇▇▇;
(9) to make a RIC Tax Distribution to the Transferor;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
Administrative Agent (11) (i) first, to the Collateral Administrator, or the Collateral Custodian, with respect to any amounts owing to the Document Collateral Custodian and or the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement Agreement;
(11) unless waived by the Collateral Manager, to the Collateral Manager, to pay any accrued and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;unpaid Subordinated Collateral Manager Fees; and
(12) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower Operating Account or any nominee thereof, which amounts may be used as otherwise directed by the Borrower to make Restricted PaymentsBorrower.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (5C Lending Partners Corp.)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall direct the Account Bank to make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities IntermediaryAccount Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Collateral Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and ▇▇, (b) any accrued and unpaid Non‑Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;;
(1110) (i) first, to the Collateral AdministratorAdministrative Agent (in the case of any distributions to be distributed to the Administrative Agent or any applicable Lender), the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Investcorp US Private Credit BDC II)
Alternate Settlement Procedures. On each Business Day, Payment Date (or more frequently at the direction of the Administrative Agent)
(a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Trustee to pay pursuant to the latest Reporting Date related Servicing Report or such other direction as may be timely given by Administrative Agent (and and, subject to Section 2.10(d), the Collateral Custodian Trustee shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other directionServicing Report) to the following Persons, the following amounts in the following order of priority:
(1) pro rata to (i) the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rataTrustee, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that Trustee Fees and (ii) the limits set forth Securities Intermediary, in the definition of Collateral Custodian Fees shall not apply an amount equal to any Collateral Custodian Fees related amounts payable to the Securities Intermediary under the Securities Account Control Agreement;
(2) to the Servicer, in an amount equal to the sum of (i) all reasonable and documented Servicer Reimbursable Expenses (not to exceed $40,000 for such Payment Date) and (ii) any action that was directed or authorized by the Administrative Agent or the Required Lendersaccrued and unpaid Servicing Fee;
(3) pro rata to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000;
(5) to the Administrative AgentClass A Lender, in an amount equal to any accrued and unpaid fees, expenses Class A Interest and indemnities set forth in the Transaction DocumentsClass A Non-Usage Fee;
(64) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Class B Lender, in an amount equal to (a) any accrued and unpaid Class B Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Class B Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderFee;
(75) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in Account, up to an amount necessary to that would cause the amounts funds in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(116) pro rata to (i) firsteach Class A Lender, in an amount equal to the Collateral Administrator, the Collateral Custodian, the Document Custodian any accrued and the Securities Intermediaryunpaid Breakage Costs, and (ii) second, to the Administrative Agent to be distributed pro rata and any applicable Class A Lender and the Indemnified Parties with respect to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicableClass A Lenders, all Fees and other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities Costs and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding and any Prepayment Premium then due under this Agreement Agreement;
(7) pro rata to the Class A Lenders to pay the Class A Advances Outstanding;
(8) pro rata to each Class A Lender, in an amount equal to any accrued and unpaid Prepayment Premium owing to the Class A Lenders;
(9) pro rata to (i) each Class B Lender, in an amount equal to any accrued and unpaid Breakage Costs, and (ii) to any applicable Class B Lender and the Indemnified Parties with respect to the Class B Lenders, all Fees and other amounts, including, without limitation, any Increased Costs and fees or expenses of counsel, but other than the principal of Advances Outstanding and any amounts not paid Prepayment Premium then due under Section 2.8(2this Agreement;
(10) as a result of pro rata to the limitation set forth thereinClass B Lenders to pay the Class B Advances Outstanding;
(11) pro rata to each Class B Lender, in an amount equal to any accrued and unpaid Prepayment Premium owing to the Class B Lenders;
(12) to the Expense Reserve Account, in an amount equal to the Expense Reserve Account Amount;
(13) pro rata to each applicable party to pay all other Administrative Expenses; and
(14) any remaining amounts shall be deemed released from the Lien of the Trustee hereunder and, at the direction of the Borrower, distributed to or otherwise at the Borrower or any nominee thereof, which amounts may be used by direction of the Borrower to make Restricted PaymentsBorrower.
Appears in 1 contract
Sources: Loan and Security Agreement (NewStar Financial, Inc.)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a8.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $10,000 in the aggregate during any calendar year15,000;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that , second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, amounts payable pursuant to this clause second not to exceed $75,000 in the definition of Collateral Custodian Fees shall not apply to aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)[reserved];
(4) (x) initially, to CIM Real Estate Finance Trust, Inc., and (y) after the resignation or removal of CIM Real Estate Finance Trust, Inc. (or any other Affiliate of any Loan Party) as the Collateral Manager, to the ServicerCollateral Manager (including, firstfor the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Servicer Fees owing to Senior Collateral Manager Fees, or the Servicer andReplacement Collateral Manager Fees, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000as applicable;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (asuch Non-Usage Fee to be allocated based on the unused Commitment of each Lender);
(7) to the Administrative Agent to be distributed pro rata to each Lender any accrued and unpaid Interest with respect to Advances made by such LLe▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such Le▇▇▇▇▇;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i9) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and Custodian, the Securities IntermediaryIntermediary or the Secured Parties, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, Lender or the other Secured Indemnified Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1210) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and
(11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereofBorrower, which amounts may be used by the Borrower to make Restricted PaymentsPayments or for any other purpose permitted hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian Agent of the related Reporting Payment Date Report) the Collateral Custodian Agent to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian Agent shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $10,000 in the aggregate during any calendar year10,000;
(2) to the Collateral CustodianAgent, the Collateral Administrator, the Document Custodian and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Agent Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(3) (x) initially, to PennantPark Investment Advisers, LLC, and (y) after the resignation or removal of PennantPark Investment Advisers, LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Hedge CounterpartyCollateral Manager (including, for the avoidance of doubt, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage CostsReplacement Collateral Manager, if applicable);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to Senior Collateral Manager Fees, or the Servicer andReplacement Collateral Manager Fees, second, to pay all documented fees as applicable; CIBC – PPIF Loan and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000;Security Agreement
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to any accrued and unpaid Non‑Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender), and any accrued and unpaid Breakage Costs;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) Lender any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender▇▇;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such ▇▇▇▇▇▇▇;
(10) 8) to fund the Unfunded Exposure Account in an amount necessary Transferor, to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amountmake any applicable Permitted RIC Distribution;
(119) (ia) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement and (b) second, to the Collateral Agent, the Custodian and the Securities Intermediary, to pay any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinunpaid Collateral Agent Fees and Administrative Expenses;
(1210) unless waived by the Collateral Manager, to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and
(11) to the extent the Obligations have been paid in full (other than contingent indemnification and expense reimbursement obligations to the extent no claim giving rise thereto has been asserted), any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted PaymentsBorrower.
Appears in 1 contract
Sources: Loan and Security Agreement (PennantPark Private Income Fund)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Loan Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Trustee to pay pursuant to the latest Reporting related Payment Date Report or such other direction as may be timely given by Administrative Agent Statement (and the Collateral Custodian Trustee shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other directionStatement) to the following Persons, the following amounts in the following order of priority:
(1) pro rata to (i) the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rataTrustee, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that Trustee Fees and (ii) the limits set forth Securities Intermediary, in the definition of Collateral Custodian Fees shall not apply an amount equal to any Collateral Custodian Fees related amounts payable to the Securities Intermediary under the Securities Account Control Agreement;
(2) to the Loan Manager, in an amount equal to the sum of (A) any action that was directed or authorized by the Administrative Agent or the Required Lendersaccrued and unpaid Senior Loan Management Fee and (B) all reasonable and documented Loan Manager Reimbursable Expenses (not to exceed $30,000 for such Payment Date);
(3) pro rata to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000;
(5) to the Administrative AgentClass A Lender, in an amount equal to any accrued and unpaid fees, expenses Class A Interest and indemnities set forth in the Transaction DocumentsClass A Non-Usage Fee;
(64) to the Administrative Agent to be distributed (i) first, pro rata to each Class B Lender, in an amount equal to any accrued and unpaid Class B Interest and Class B Non-Usage Fee;
(on the basis of each Lender's Pro Rata Share5) pro rata to (a) each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (iib) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Trustee, the Indemnified Parties, or the other Secured Parties, as applicable, all Fees and other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities Costs and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding and any Commitment Reduction Fee then due under this Agreement and any amounts not paid under Section 2.8(2Agreement;
(6) to the Unfunded Exposure Account in an amount equal to the Aggregate Unfunded Exposure Amount minus the amount in the Unfunded Exposure Account as a result of the limitation set forth thereinrelated Determination Date;
(7) pro rata to the Class A Lenders to pay the Class A Advances Outstanding;
(8) pro rata to the Class B Lenders to pay the Class B Advances Outstanding;
(9) pro rata to each Class A Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Class A Lenders;
(10) pro rata to each Class B Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Class B Lenders;
(11) to the Expense Reserve Account, in an amount equal to the Expense Reserve Account Amount;
(12) to the Loan Manager, in an amount equal to the sum of (A) any accrued and unpaid Subordinated Loan Management Fee, and (B) the Accrued Loan Manager Fee;
(13) pro rata to each applicable party to pay all other Administrative Expenses;
(14) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and
(15) any remaining amounts shall be deemed released from the Lien of the Trustee hereunder and distributed to the Borrower or any nominee thereof; provided that, which notwithstanding the above, if a Class B Lender is an Affiliate of the Loan Manager and the Loan Manager has committed gross negligence or willful misconduct with respect to its obligations under this Agreement, no amounts may shall be used by paid to such Class B Lender in respect of any unpaid Class B Interest or Class B Non-Usage Fee until all Class A Advances Outstanding, Class A Interest and Class A Non-Usage Fees have been repaid in full; provided, however, the Borrower failure to make Restricted Paymentsany payment to any Class B Lender in accordance with the preceding proviso shall not constitute either a Default or an Event of Default hereunder.
Appears in 1 contract
Alternate Settlement Procedures. On each any Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), at the Servicer request of the Administrative Agent in its sole discretion, the Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral [Ambler Funding] Loan and Security Agreement Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from -118- [Ambler Funding] Loan and Security Agreement the Collection Account to the extent of Available FundsFunds and the Operating Account, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to exceed $10,000 Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate during any calendar aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that , and second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the definition of Collateral Custodian Fees shall not apply to aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) to the Hedge Counterpartypay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate net amount then due and payable per calendar year and, during the Revolving Period, to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year;
(4) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Senior Collateral Manager Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, including reasonable attorney's ’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed $200,00075,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (such Non-Usage Fee to be allocated based on amounts owing to such the unused Commitment of each Lender) to each applicable Lender, any accrued ); [Ambler Funding] Loan and unpaid Breakage Costs owing to such Lender;Security Agreement
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay any accrued and unpaid Interest with respect to Advances Outstandingmade by such ▇▇▇▇▇▇▇;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, 8) to the Administrative Agent to be distributed pro rata to the Lenders to repay the principal on the Advances Outstanding of such ▇▇▇▇▇▇▇; [Ambler Funding] Loan and Security Agreement
(9) to make a RIC Tax Distribution to the Transferor;
(10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement Agreement;
(11) to the Collateral Manager, to pay any accrued and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;unpaid Subordinated Collateral Manager Fees; and
(12) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower Operating Account or any nominee thereof, which amounts may be used as otherwise directed by the Borrower to make Restricted PaymentsBorrower.
Appears in 1 contract
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a8.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $10,000 in the aggregate during any calendar year15,000;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that , second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, amounts payable pursuant to this clause second not to exceed $75,000 in the definition of Collateral Custodian Fees shall not apply to aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)[reserved];
(4) (x) initially, to CIM Real Estate Finance Trust, Inc., and (y) after the resignation or removal of CIM Real Estate Finance Trust, Inc. (or any other Affiliate of any Loan Party) as the Collateral Manager, to the ServicerCollateral Manager (including, firstfor the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Servicer Fees owing to Senior Collateral Manager Fees, or the Servicer andReplacement Collateral Manager Fees, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000as applicable;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (asuch Non-Usage Fee to be allocated based on the unused Commitment of each Lender);
(7) to the Administrative Agent to be distributed pro rata to each Lender any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement▇▇;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such ▇▇▇▇▇▇▇;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i9) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and Custodian, the Securities IntermediaryIntermediary or the Secured Parties, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, Lender or the other Secured Indemnified Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1210) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and
(11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereofBorrower, which amounts may be used by the Borrower to make Restricted PaymentsPayments or for any other purpose permitted hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Collateral Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(1110) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Investcorp Credit Management BDC, Inc.)
Alternate Settlement Procedures. On each any Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), at the Servicer request of the Administrative Agent in its sole discretion, the Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and the Operating Account, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to exceed $10,000 Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate during any calendar aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that , and second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the definition of Collateral Custodian Fees shall not apply to aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;calendar year; [KFIT] Loan and Security Agreement
(3) to the Hedge Counterpartypay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate net amount then due and payable per calendar year and, during the Revolving Period, to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year;
(4) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Senior Collateral Manager Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, including reasonable attorney's ’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed $200,00075,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (asuch Non-Usage Fee to be allocated based on the unused Commitment of each Lender);
(7) to the Administrative Agent to be distributed pro rata to the Lenders to repay any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement▇▇;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such L▇▇▇▇▇▇;
(9) to make a RIC Tax Distribution to the Transferor;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement Agreement;
(11) to the Collateral Manager, to pay any accrued and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;unpaid Subordinated Collateral Manager Fees; and
(12) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower Operating Account or any nominee thereof, which amounts may be used as otherwise directed by the Borrower to make Restricted Payments.Borrower. [KFIT] Loan and Security Agreement
Appears in 1 contract
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer InvestmentCollateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall [Investcorp] Loan and Security Agreement direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerInvestmentCollateral Manager, first, to pay any accrued and unpaid Servicer InvestmentCollateral Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer InvestmentCollateral Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;; [Investcorp] Loan and Security Agreement
(1110) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that ▇▇▇▇▇▇▇▇ shall first reimburse the InvestmentCollateral Manager for any unreimbursed amounts paid by the InvestmentCollateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.
Appears in 1 contract
Sources: Loan, Security and Investment Management Agreement (Investcorp Credit Management BDC, Inc.)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian Agent of the related Reporting Payment Date Report) the Collateral Custodian Agent to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian Agent shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $10,000 in the aggregate during any calendar year10,000;
(2) to the Collateral CustodianAgent, the Collateral Administrator, the Document Custodian and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Agent Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(3) (x) initially, to PennantPark Investment Advisers, LLC, and (y) after the resignation or removal of PennantPark Investment Advisers, LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Hedge CounterpartyCollateral Manager (including, for the avoidance of doubt, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage CostsReplacement Collateral Manager, if applicable);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to Senior Collateral Manager Fees, or the Servicer andReplacement Collateral Manager Fees, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000as applicable;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender), and any accrued and unpaid Breakage Costs;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) Lender any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender▇▇;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such ▇▇▇▇▇▇▇;
(10) 8) to fund the Unfunded Exposure Account in an amount necessary Transferor, to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amountmake any applicable Permitted RIC Distribution;
(119) (ia) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement and (b) second, to the Collateral Agent, the Custodian and the Securities Intermediary, to pay any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinunpaid Collateral Agent Fees and Administrative Expenses;
(1210) unless waived by the Collateral Manager, to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and
(11) to the extent the Obligations have been paid in full (other than contingent indemnification and expense reimbursement obligations to the extent no claim giving rise thereto has been asserted), any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted PaymentsBorrower.
Appears in 1 contract
Sources: Loan and Security Agreement (PennantPark Private Income Fund)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to exceed $10,000 Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate during any calendar aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that , and second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the definition of Collateral Custodian Fees shall not apply to aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) to the Hedge Counterpartypay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate net amount then due and payable per calendar year and, during the Revolving Period, to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year;
(4) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Senior Collateral Manager Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, including reasonable attorney's ’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed $200,000;75,000; [FS Investment] Loan and Security Agreement
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect Minimum Usage Fees (such Minimum Usage Fees to Advances made by such L▇▇▇▇▇ and be allocated based on the unused Commitment of each Lender), (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender), and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(7) any accrued and unpaid Interest with respect to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred Advances made by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging AgreementLender;
(8) to the Administrative Agent, Agent to be distributed pro rata to the Administrative Agent and each applicable Lender, Lenders to pay all other Administrative Expenses repay the principal on the Advances Outstanding of the Administrative Agent and the such Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1210) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and
(11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 1 contract
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction [Investcorp] Loan and Security Agreement shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall direct the Account Bank to make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities IntermediaryAccount Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Collateral Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and Lender, (b) any accrued and unpaid Non‑Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;; [Investcorp] Loan and Security Agreement
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;;
(1110) (i) first, to the Collateral AdministratorAdministrative Agent (in the case of any distributions to be distributed to the Administrative Agent or any applicable Lender), the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Investcorp US Private Credit BDC II)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to exceed $10,000 Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate during any calendar aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that , and second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the definition of Collateral Custodian Fees shall not apply to aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) to the Hedge Counterpartypay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate net amount then due and payable per calendar year and, during the Revolving Period, to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year;
(4) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Senior Collateral Manager Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, including reasonable attorney's ’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed $200,00075,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (asuch Non-Usage Fee to be allocated based on the unused Commitment of each Lender);
(7) to the Administrative Agent to be distributed pro rata to the Lenders to repay any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement▇▇;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such L▇▇▇▇▇▇;
(9) to make a RIC Tax Distribution to the Transferor;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement Agreement;
(11) to the Collateral Manager, to pay any accrued and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;unpaid Subordinated Collateral Manager Fees; and
(12) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 1 contract
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Investment Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall direct the Account Bank to make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities IntermediaryAccount Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerInvestment Manager, first, to pay any accrued and unpaid Servicer Investment Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Investment Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;;
(1110) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Investment Manager for any unreimbursed amounts paid by the Investment Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.
Appears in 1 contract
Sources: Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to exceed $10,000 Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate during any calendar aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that , and second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the definition of Collateral Custodian Fees shall not apply to aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) to the Hedge Counterpartypay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate net amount then due and payable per calendar year and, during the Revolving Period, to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year;
(4) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Senior Collateral Manager Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, including reasonable attorney's ’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed $200,00075,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;; [FS Investment] Loan and Security Agreement
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (asuch Non-Usage Fee to be allocated based on the unused Commitment of each Lender), and (c) any accrued and unpaid Breakage Costs;
(7) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, Agent to be distributed pro rata to the Administrative Agent and each applicable Lender, Lenders to pay all other Administrative Expenses repay the principal on the Advances Outstanding of the Administrative Agent and the such Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1210) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and
(11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 1 contract
Sources: Loan and Security Agreement (FS Investment Corp IV)
Alternate Settlement Procedures. On each Business Day, (a) Payment Date following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a)Default, the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other directionBorrowing Base Certificate) to the following Persons, the following amounts in the following order of priority:
: (1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(3) to the Hedge Counterpartythat, the aggregate net amount then due payable pursuant to Section 2.7(a)(1), Section 2.7(b)(1) and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(4this Section 2.8(1) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period shall not to exceed $200,000;
100,000 per annum; (52) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (aA) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest with respect to Advances made by for previous Accrual Periods, (B) such L▇▇▇▇▇ Lender’s share of the Non-Usage Fee for the related Accrual Period and (b) any accrued and unpaid Non-Usage Fee Fees for previous Accrual Periods and (iiC) second, pro rata (based on amounts owing any unpaid Breakage Costs with respect to such Lender; (3) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (4) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction Fee; (5) pro rata to each applicable Lenderparty, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;
(12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.; and
Appears in 1 contract
Sources: Loan and Security Agreement (New Mountain Finance Corp)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Investment Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall direct the Account Bank to make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities IntermediaryAccount Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerInvestment Manager, first, to pay any accrued and unpaid Servicer Investment Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Investment Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-12- month period not to exceed greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;;
(1110) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Investment Manager for any unreimbursed amounts paid by the Investment Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.
Appears in 1 contract
Sources: Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund)
Alternate Settlement Procedures. On each Business Day, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;
(12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 1 contract
Sources: Loan, Security and Servicing Agreement (Monroe Capital Income Plus Corp)
Alternate Settlement Procedures. On each Payment Date (or, if so elected by the Administrative Agent, on any Business Day, )
(a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) . to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower Borrower, not to exceed $10,000 15,000 in the aggregate during any calendar year;
(2) . first, to the Collateral CustodianManager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral AdministratorManager incurred in connection with any sale of Collateral, not to exceed $50,000 in the Document aggregate during any calendar year, and second, to the Collateral Custodian and the Securities Intermediary, Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs). [reserved];
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;
(12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (AGTB Private BDC)
Alternate Settlement Procedures. On each eachany Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), at the Servicer request of the Administrative Agent in its sole discretion, the Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and the Operating Account, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to exceed $10,000 Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate during any calendar aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that , and second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the definition of Collateral Custodian Fees shall not apply to aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) to the Hedge Counterpartypay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate net amount then due and payable per calendar year and, during the Revolving Period, to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year;
(4) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Senior Collateral Manager Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, including reasonable attorney's ’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed $200,00075,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (asuch Non-Usage Fee to be allocated based on the unused Commitment of each Lender);
(7) to the Administrative Agent to be distributed pro rata to the Lenders to repay any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement▇▇;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such L▇▇▇▇▇▇;
(9) to make a RIC Tax Distribution to the Transferor;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement Agreement;
(11) to the Collateral Manager, to pay any accrued and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;unpaid Subordinated Collateral Manager Fees; and
(12) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Operating Account or as otherwise directed by the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 1 contract
Alternate Settlement Procedures. On (1) each Payment Date and (2) to the extent requested by the Administrative Agent in its sole discretion, on any Business Day, in each case, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and amounts in the Operating Account, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $15,000; (2) first, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $10,000 125,000 in the aggregate during any calendar year;
(2) , and second, to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;
(12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 1 contract
Alternate Settlement Procedures. On (1) each Payment Date and (2) to the extent requested by the Administrative Agent in its sole discretion, on any Business Day, in each case, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), at the Servicer request of the Administrative Agent in its sole discretion, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Quarterly Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and the Pre-Funded Equity Account (other than, if agreed to by the Required Lenders in its sole discretion, Principal Collections that have been designated for use to settle binding commitments with respect to Eligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Reporting Quarterly Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net incomeincome of the direct and indirect equity holders of the Fund), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower or its direct and indirect equity holders, in an amount not to exceed $10,000 15,000 in the aggregate during any calendar year;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian Agent and the Securities Intermediary, pro rata, in an amount equal to on account of (a) any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth Fees and Document Agent Fees and (b) Administrative Expenses not to exceed $100,000 in the definition aggregate during any calendar year, and second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Custodian Fees shall Manager incurred in connection with the activities of the Borrower, not apply to exceed $150,000 in the aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) (x) initially, to ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC, and (y) after the resignation or removal of ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Hedge CounterpartyCollateral Manager (including, for the avoidance of doubt, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage CostsReplacement Collateral Manager, if applicable);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to Senior Collateral Manager Fees, or the Servicer andReplacement Collateral Manager Fees, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000as applicable;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender (other than any Defaulting Lender)), and any accrued and unpaid Breakage Costs;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) Lender any accrued and unpaid Interest with respect to the Loan Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender▇▇;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such ▇▇▇▇▇▇▇;
(10) 8) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountCollateral Manager as a Permitted RIC Distribution;
(11) (i9) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and Agent or the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, Collateral Custodian Fees or Document Agent Fees, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel the Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1210) any remaining amounts shall be distributed to the Borrower Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and
(1) after giving effect to any such withdrawal under clause (x) above, no Borrowing Base Deficiency exists; and
(2) solely for the withdrawals described under clause (y) above, after giving effect to any such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account is equal to or any nominee thereof, which amounts may be used by greater than the Borrower aggregate Required Funding Amount with respect to make Restricted Paymentsall Loans included in the Collateral.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)
Alternate Settlement Procedures. On (1) each Payment Date and (2) to the extent requested by the Administrative Agent in its sole discretion, on any Business Day, in each case, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a8.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and the Operating Account, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower not Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $10,000 in the aggregate during any calendar year15,000;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that , second, to the limits set forth Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, amounts payable pursuant to this clause second not to exceed $75,000 in the definition of Collateral Custodian Fees shall not apply to aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)[reserved];
(4) (x) initially, to CIM Real Estate Finance Trust, Inc., and (y) after the resignation or removal of CIM Real Estate Finance Trust, Inc. (or any other Affiliate of any Loan Party) as the Collateral Manager, to the ServicerCollateral Manager (including, firstfor the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Servicer Fees owing to Senior Collateral Manager Fees, or the Servicer andReplacement Collateral Manager Fees, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000as applicable;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (asuch Non-Usage Fee to be allocated based on the unused Commitment of each Lender);
(7) to the Administrative Agent to be distributed pro rata to each Lender any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement▇▇;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such ▇▇▇▇▇▇▇;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i9) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and Custodian, the Securities IntermediaryIntermediary or the Secured Parties, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, Lender or the other Secured Indemnified Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1210) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and
(11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower Operating Account or any nominee thereofas otherwise directed by the Borrower, which amounts may be used by the Borrower to make Restricted PaymentsPayments or for any other purpose permitted hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Quarterly Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds (other than, if agreed to by the Required Lenders in its sole discretion, Principal Collections that have been designated for use to settle binding commitments with respect to Eligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Reporting Quarterly Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net incomeincome of the direct and indirect equity holders of the Fund), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower or its direct and indirect equity holders, in an amount not to exceed $10,000 15,000 in the aggregate during any calendar year;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian Agent and the Securities Intermediary, pro rata, in an amount equal to on account of (a) any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth Fees and Document Agent Fees and (b) Administrative Expenses not to exceed $100,000 in the definition aggregate during any calendar year, and second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Custodian Fees shall Manager incurred in connection with the activities of the Borrower, not apply to exceed $150,000 in the aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) (x) initially, to ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC, and (y) after the resignation or removal of ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Hedge CounterpartyCollateral Manager (including, for the avoidance of doubt, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage CostsReplacement Collateral Manager, if applicable);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to Senior Collateral Manager Fees, or the Servicer andReplacement Collateral Manager Fees, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000as applicable;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender), and any accrued and unpaid Breakage Costs;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) Lender any accrued and unpaid Interest with respect to the Loan Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender▇▇;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such ▇▇▇▇▇▇▇;
(10) 8) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountCollateral Manager as a Permitted RIC Distribution;
(11) (i9) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Agent or Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, Collateral Custodian Fees or Document Agent Fees, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel the Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1210) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and
(11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted PaymentsBorrower.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)
Alternate Settlement Procedures. On (1) each Payment Date and (2) to the extent requested by the Administrative Agent in its sole discretion, on any Business Day, in each case, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and the Operating Account, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $15,000;
(2) first, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $10,000 125,000 in the aggregate during any calendar year;
(2) , and second, to the Collateral Custodian[Willow Tree BDC] Amended and Restated Loan, the Security and Collateral Administrator, the Document Management Agreement #506694681 Custodian and the Securities Intermediary, Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)[reserved];
(4) (x) initially, to Willow Tree Corporation, and (y) after the resignation or removal of Willow Tree Corporation (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, first, to the ServicerCollateral Manager (including, firstfor the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Servicer Fees owing to Senior Collateral Manager Fees, or the Servicer Replacement Collateral Manager Fees, as applicable, and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed $200,000100,000;
(5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (asuch Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and any accrued and unpaid Breakage Costs;
(7) to the Administrative Agent to be distributed pro rata to each Lender, any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement▇▇;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such ▇▇▇▇▇▇▇;
(9) to make a RIC Tax Distribution to the Transferor;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Indemnified Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel Advances Outstanding, then due under this Agreement Agreement;
(11) to the Collateral Manager to pay out-of-pocket costs and any amounts expenses of the Collateral Manager not paid under Section 2.8(2pursuant to clause (2) as a result of the limitation set forth therein;or clause (4) above; [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681
(12) to the Borrower to pay amounts of the type described in clause (1), to the extent not otherwise paid pursuant to clause (1); and
(13) to the extent the Obligations (other than contingent Obligations for which no claim has been made) have been paid in full, any remaining amounts shall be distributed to the Borrower Operating Account or any nominee thereofas otherwise directed by the Borrower, which amounts may be used by the Borrower to make Restricted PaymentsPayments or for any other purpose permitted hereunder.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Willow Tree Capital Corp)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Quarterly Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and the Pre-Funded Equity Account (other than, if agreed to by the Required Lenders in its sole discretion, Principal Collections that have been designated for use to settle binding commitments with respect to Eligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Reporting Quarterly Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net incomeincome of the direct and indirect equity holders of the Fund), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower or its direct and indirect equity holders, in an amount not to exceed $10,000 15,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian; USActive 58384645.1158384645.12 Custodian may conclusively rely), the Collateral Administrator, Custodian will release funds from the Document Custodian and Pre-Funded Loan Account to the Securities Intermediary, pro rata, Borrower in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(3) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000;
the lesser of (5A) to the amount requested by the Borrower and (B) the amount on deposit in the Pre-Funded Loan Account on such day. At any time, the Borrower or the Collateral Manager (or, after delivery of Notice of Exclusive Control, the Administrative Agent), in an amount equal to any accrued may, and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
case that such amounts are the proceeds of Loan Advances that remain on deposit for longer than ten (610) to Business Days, upon the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses direction of the Administrative Agent and the Lenders;
in its sole discretion, shall (9) to the Administrative Agent extent the Borrower no longer believes that such amounts shall be used to be distributed pro rata to acquire a Pre-Funded Loan within the Lenders to pay Advances Outstanding;
next ten (10) to fund the Unfunded Exposure Account in an amount necessary to Business Days), cause the any amounts on deposit in the Unfunded Exposure Pre-Funded Loan Account (x) that are the proceeds of Loan Advances to equal the Aggregate Unfunded Exposure Amount;
be applied to repay such Loan Advances and (11y) (i) first, that were funded to the Collateral AdministratorPre-Funded Loan Account by the Borrower, the Collateral Custodian, Fund or their Affiliates in respect of a Pre-Funded Loan the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses acquisition of counsel then due under this Agreement and any amounts which was not paid under Section 2.8(2) as a result of the limitation set forth therein;
(12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used consummated by the Borrower in such ten (10) Business Day period to make Restricted Paymentsbe disbursed at the discretion of the Borrower.
Appears in 1 contract
Sources: Omnibus Amendment to Transaction Documents (Phillip Street Middle Market Lending Fund LLC)
Alternate Settlement Procedures. On (1) each Quarterly Payment Date and (2) to the extent requested by the Administrative Agent in its sole discretion, on any Business Day, in each case, (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), at the Servicer request of the Administrative Agent in its sole discretion, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Quarterly Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and, the Pre-Funded Equity Account (other than, if agreed to by the Required Lenders in its sole discretion, Principal Collections that have been designated for use to settle binding commitments with respect to Eligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Reporting Quarterly Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net incomeincome of the direct and indirect equity holders of the Fund), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower or its direct and indirect equity holders, in an amount not to exceed $10,000 15,000 in the aggregate during any calendar year;
(2) first, to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to on account of (a) any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth Fees and (b) Administrative Expenses not to exceed $100,000 in the definition aggregate during any calendar year, and second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Custodian Fees shall Manager incurred in connection with the activities of the Borrower, not apply to exceed $150,000 in the aggregate during any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenderscalendar year;
(3) (x) initially, to ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC, and (y) after the resignation or removal of ▇▇▇▇▇▇▇ Street Middle Market Lending Fund LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Hedge CounterpartyCollateral Manager (including, for the avoidance of doubt, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage CostsReplacement Collateral Manager, if applicable);
(4) to the Servicer, first, to pay any accrued and unpaid Servicer Fees owing to Senior Collateral Manager Fees, or the Servicer andReplacement Collateral Manager Fees, second, to pay all documented fees and expenses of the Servicer (including, without limitation, reasonable attorney's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed $200,000as applicable;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender (other than any Defaulting Lender)), and any accrued and unpaid Breakage Costs;
(6) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) Lender any accrued and unpaid Interest with respect to the Loan Advances made by such L▇▇▇▇▇ and (b) any accrued and unpaid Non-Usage Fee and (ii) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such Lender▇▇;
(7) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such ▇▇▇▇▇▇▇;
(10) 8) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountCollateral Manager as a Permitted RIC Distribution;
(11) (i9) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and or the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses indemnities, but other than the principal of counsel the Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1210) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and
(11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the, at the Borrower discretion of the Collateral Manager, to the Pre-Funded Equity Account or any nominee thereof, which amounts may be used by other account of the Borrower to make Restricted PaymentsBorrower.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;[Investcorp] Loan and Security Agreement
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerCollateral Manager, first, to pay any accrued and unpaid Servicer Collateral Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Collateral Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
(9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(109) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(1110) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel counsel, but other than the principal of Advances Outstanding, then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth thereinAgreement;
(1211) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments., provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Investcorp Credit Management BDC, Inc.)
Alternate Settlement Procedures. On each Business Day, Day (a) following the occurrence of and during the continuation of an Event of Default Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Servicer Investment Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which [Investcorp] Loan and Security Agreement direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:
(1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year;
(2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders;
(32) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs);
(43) to the ServicerInvestment Manager, first, to pay any accrued and unpaid Servicer Investment Management Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Servicer Investment Manager (including, without limitation, reasonable attorney's ’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not to exceed greater than the greater of (i) .200.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $200,000250,000;
(54) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;
(65) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such L▇▇▇▇▇ and Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (iic) second, pro rata (based on amounts owing to such Lender) to each applicable Lender, any accrued and unpaid Breakage Costs owing to such LenderCosts;
(76) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement;
(8) 7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders;
; (9) 8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding;
(10) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(11) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel then due under this Agreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein;
(12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments.
Appears in 1 contract
Sources: Loan, Security and Investment Management Agreement (Investcorp Credit Management BDC, Inc.)