Common use of Application of Payments and Reinvestment Clause in Contracts

Application of Payments and Reinvestment. (a) On each Loan Payment Date on which Section 2.07(b) is not applicable, the amount of the Collections attributable to or received during the related Collection Period and other Cash amounts remaining on deposit in the Custodial Account (including all amounts held as Temporary Investments in the Custodial Account, or to the extent Section 2.07(d) requires any amount to be withdrawn from the Interest Reserve Account, the Interest Reserve Account (which shall be liquidated to the extent required to make any of the payments under clauses (i) through (vi) below), but excluding (i) for purposes of making distributions on such Loan Payment Date, any amounts constituting Collections received during the subsequent Collection Period and (ii) the amount of drawn Capital Commitments that has been notified by the Borrower to the Agents and the Lender as having been transferred from the Working Capital Reserve to the Custodial Account for the purpose of purchasing Eligible Assets) shall be applied in accordance with the following order of priority (collectively, the “Non-Default Priority of Payments”): (i) first, to the payment of taxes imposed directly on the Borrower or its Subsidiaries and an amount, without duplication, equal to any outstanding Borrower Administrative Expenses, but excluding all taxes (other than those taxes imposed directly on the Borrower or its Subsidiaries); (ii) second, to the payment of amounts then due under Permitted Interest Rate Xxxxxx, including in respect of any margin posting requirement (other than early termination payments attributable to a default by a Permitted Hedge Counterparty); (iii) third, to the payment of the current Interest Amount and any other amounts (other than the Principal Amount) due to the Lender; (iv) fourth, to the Interest Reserve Account in an amount equal to the amount, if any, by which the amount on deposit therein is less than the Required Interest Reserve Amount on such date; (v) fifth, if the Asset Coverage Test was not satisfied as calculated as of the Measurement Date for the month last ended prior to such Loan Payment Date, to the payment of the Principal Amount in such amount so as to cause such Asset Coverage Test to be satisfied as recalculated as of such Measurement Date after giving Pro Forma effect to such payments or until the Principal Amount has been paid in full; (vi) sixth, to the payment of amounts then due under Permitted Interest Rate Xxxxxx not paid in accordance with clause (ii) above, including termination payments attributable to a default by a Permitted Hedge Counterparty; (vii) seventh, at the option of the Borrower, (A) for investment in Temporary Investments, (B) to prepay the Loans, or (C)(x) during the Commitment Period and (y) so long as no Default or Event of Default is then continuing, for investments in Eligible Assets (including by way of contribution to a Financing Subsidiary to the extent then permitted hereunder); (viii) eighth, commencing with the Loan Payment Date occurring in January 2010, so long as no Default or Event of Default is then continuing and so long as the Borrower is in compliance on a Pro Forma basis as of the Measurement Date for the month last ended prior to such Loan Payment Date with the Asset Coverage Ratio Requirement as calculated as of such Measurement Date, at the option of the Borrower, an aggregate amount not to exceed in any period of twelve (12) consecutive months (or if shorter, the period commencing on the Effective Date and ending on the last day of the month immediately preceding such Loan Payment Date), the lesser of (x) 8% of the funded Capital Commitments as of such Loan Payment Date (excluding the amount of funded Capital Commitments held on such date in the Working Capital Reserve) and (y) the cumulative Consolidated Net Interest Income of the Borrower for the preceding period of twelve (12) consecutive months (or if shorter, the period commencing on the Effective Date and ending on the last day of the month immediately preceding such Loan Payment Date), to the Borrower for distribution to the Partners; (ix) ninth, at the option of the Borrower, to the payment of the Principal Amount, in an amount not to exceed the lesser of (A) the product of (x) the applicable Prepayment Percentage, multiplied by (y) the amount remaining on deposit in the Custodial Account available to be distributed (the amount determined pursuant to this sub clause (A) to be reduced by any amounts paid on such Loan Payment Date as provided in clauses (v) and (vii) above) and (B) an amount which reduces the Principal Amount to zero; provided that in calculating the amount required to be applied pursuant to this clause (ix), dollar for dollar credit shall be given for any optional prepayments of the Loans made during the related Collection Period on any date prior to the applicable Determination Date; and (x) tenth, at the option of the Borrower, either as a prepayment of the Loans or, so long as no Default or Event of Default is then continuing and the payment has been made in accordance with clause (ix) above on or in respect of such Loan Payment Date, to the Borrower to be used or distributed in accordance with the Partnership Agreement. Any amounts not distributed pursuant to the foregoing clauses (i) through (x) shall remain on deposit in the Custodial Account. Except with respect to repaying the Loans as required by Section 2.06(c), the Borrower shall not be required to liquidate Eligible Assets (but shall be required to liquidate Temporary Investments in the Custodial Account, or to the extent Section 2.07(d) requires any amount to be withdrawn from the Interest Reserve Account, the Interest Reserve Account, which shall be liquidated to the extent required to make any of the payments under clauses (i) through (vi) above) prior to maturity in order to make distributions under the Non-Default Priority of Payments. (b) Upon the occurrence and during the continuance of any Event of Default, on each Loan Payment Date, the amount of Collections attributable to or received during the related Collection Period and other amounts remaining on deposit in the Custodial Account (including amounts held as Temporary Investments in the Custodial Account, or to the extent Section 2.07(d) requires any amount to be withdrawn from the Interest Reserve Account, the Interest Reserve Account (which shall be liquidated to the extent required to make any of the following payments), but excluding (i) for purposes of making distributions on such Loan Payment Date, any amounts constituting Collections received during the subsequent Collection Period and (ii) the amount of drawn Capital Commitments that has been notified by the Borrower to the Agents and the Lender as having been transferred from the Working Capital Reserve to the Custodial Account for the purpose of purchasing Eligible Assets) shall be applied in accordance with the following order of priority (collectively, the “Default Priority of Payments” and, together with the Non-Default Priority of Payments, the “Priority of Payments”): (i) first, to the payment of an amount equal to any outstanding Permitted Borrower Administrative Expenses, but excluding all taxes, other than taxes imposed directly on the Borrower or its Subsidiaries in an aggregate amount of taxes not to exceed, in any period of twelve (12) consecutive months, $100,000; (ii) second, to the payment of amounts then due under Permitted Secured Interest Rate Xxxxxx (other than early termination payments attributable to a default by a Permitted Secured Hedge Counterparty); (iii) third, to the payment of the Principal Amount, Interest Amount and other amounts owing to the Lender, in each case whether or not then due; and (iv) fourth, to the payment of amounts then due under Permitted Secured Interest Rate Xxxxxx not paid in accordance with clause (ii) above. Any amounts not distributed pursuant to the foregoing clauses (i) through (iv) shall remain on deposit in the Custodial Account. (c) Notwithstanding anything to the contrary in this Section 2.07; (i) during the Commitment Period, the Borrower may withdraw funds from the Custodial Account for the purpose of making Investments in additional Eligible Assets or making upfront payments to purchase or enter into Permitted Interest Rate Xxxxxx at any time so long as (A) immediately prior to and after giving effect thereto and to the use of proceeds thereof, as of such date no Default or Event of Default is then continuing, (B) the Asset Coverage Test as calculated as of the date of the proposed withdrawal is satisfied immediately prior to giving effect to such withdrawal and would be satisfied on a Pro Forma basis as of such trade date after giving effect thereto, (C) there will be on deposit in the Custodial Account (including amounts held as Temporary Investments) in the reasonable judgment of the Borrower sufficient funds to make the payments required under clauses (i), (ii) and (iii) of the Non-Default Priority of Payments on the next Loan Payment Date and (D) the Interest Reserve Account would contain on a Pro Forma basis the Required Interest Reserve Amount (it is agreed that the withdrawal of funds from the Custodial Account by the Borrower for the purpose of making Investments in additional Eligible Assets at any time shall constitute a representation and warranty by the Borrower as of the date of such withdrawal that the conditions contained in each of clauses (i)(A) through (i)(D) above have been satisfied); and (ii) the Borrower may withdraw from the Custodial Account funds at any time for the purpose of (A) making required payments of interest in accordance with Section 2.05(a),

Application of Payments and Reinvestment. (a) On each Loan Payment Date on which Section 2.07(b) is not applicable, the amount of the Collections attributable to or received during the related Collection Period and other Cash amounts remaining on deposit in the Custodial Account (including all amounts held as Temporary Investments in the Custodial Account, or to the extent Section 2.07(d) requires any amount to be withdrawn from the Interest Reserve Account, the Interest Reserve Account (which shall be liquidated to the extent required to make any of the payments under clauses (i) through (vi) below), but excluding (i) for purposes of making distributions on such Loan Payment Date, any amounts constituting Collections received during the subsequent Collection Period and (ii) the amount of drawn Capital Commitments that has been notified by the Borrower to the Agents and the Lender as having been transferred from the Working Capital Reserve to the Custodial Account for the purpose of purchasing Eligible Assets) shall be applied in accordance with the following order of priority (collectively, the “Non-Default Priority of Payments”): (i) first, to the payment of taxes imposed directly on the Borrower or its Subsidiaries and an amount, without duplication, equal to any outstanding Borrower Administrative Expenses, but excluding all taxes (other than those taxes imposed directly on the Borrower or its Subsidiaries); (ii) second, to the payment of amounts then due under Permitted Interest Rate Xxxxxx, including in respect of any margin posting requirement (other than early termination payments attributable to a default by a Permitted Hedge Counterparty); (iii) third, to the payment of the current Interest Amount and any other amounts (other than the Principal Amount) due to the Lender; (iv) fourth, to the Interest Reserve Account in an amount equal to the amount, if any, by which the amount on deposit therein is less than the Required Interest Reserve Amount on such date; (v) fifth, if the Asset Coverage Test was not satisfied as calculated as of the Measurement Date for the month last ended prior to such Loan Payment Date, to the payment of the Principal Amount in such amount so as to cause such Asset Coverage Test to be satisfied as recalculated as of such Measurement Date after giving Pro Forma effect to such payments or until the Principal Amount has been paid in full; (vi) sixth, to the payment of amounts then due under Permitted Interest Rate Xxxxxx not paid in accordance with clause (ii) above, including termination payments attributable to a default by a Permitted Hedge Counterparty; (vii) seventh, at the option of the Borrower, (A) for investment in Temporary Investments, (B) to prepay the Loans, or (C)(x) during the Commitment Period and (y) so long as no Default or Event of Default is then continuing, for investments in Eligible Assets (including by way of contribution to a Financing Subsidiary to the extent then permitted hereunder); (viii) eighth, commencing with the Loan Payment Date occurring in January 2010, so long as no Default or Event of Default is then continuing and so long as the Borrower is in compliance on a Pro Forma basis as of the Measurement Date for the month last ended prior to such Loan Payment Date with the Asset Coverage Ratio Requirement as calculated as of such Measurement Date, at the option of the Borrower, an aggregate amount not to exceed in any period of twelve (12) consecutive months (or if shorter, the period commencing on the Effective Date and ending on the last day of the month immediately preceding such Loan Payment Date), the lesser of (x) 8% of the funded Capital Commitments as of such Loan Payment Date (excluding the amount of funded Capital Commitments held on such date in the Working Capital Reserve) and (y) the cumulative Consolidated Net Interest Income of the Borrower for the preceding period of twelve (12) consecutive months (or if shorter, the period commencing on the Effective Date and ending on the last day of the month immediately preceding such Loan Payment Date), to the Borrower for distribution to the Partners; (ix) ninth, at the option of the Borrower, to the payment of the Principal Amount, in an amount not to exceed the lesser of (A) the product of (x) the applicable Prepayment Percentage, multiplied by (y) the amount remaining on deposit in the Custodial Account available to be distributed (the amount determined pursuant to this sub clause (A) to be reduced by any amounts paid on such Loan Payment Date as provided in clauses (v) and (vii) above) and (B) an amount which reduces the Principal Amount to zero; provided that in calculating the amount required to be applied pursuant to this clause (ix), dollar for dollar credit shall be given for any optional prepayments of the Loans made during the related Collection Period on any date prior to the applicable Determination Date; and (x) tenth, at the option of the Borrower, either as a prepayment of the Loans or, so long as no Default or Event of Default is then continuing and the payment has been made in accordance with clause (ix) above on or in respect of such Loan Payment Date, to the Borrower to be used or distributed in accordance with the Partnership Agreement. Any amounts not distributed pursuant to the foregoing clauses (i) through (x) shall remain on deposit in the Custodial Account. Except with respect to repaying the Loans as required by Section 2.06(c), the Borrower shall not be required to liquidate Eligible Assets (but shall be required to liquidate Temporary Investments in the Custodial Account, or to the extent Section 2.07(d) requires any amount to be withdrawn from the Interest Reserve Account, the Interest Reserve Account, which shall be liquidated to the extent required to make any of the payments under clauses (i) through (vi) above) prior to maturity in order to make distributions under the Non-Default Priority of Payments. (b) Upon the occurrence and during the continuance of any Event of Default, on each Loan Payment Date, the amount of Collections attributable to or received during the related Collection Period and other amounts remaining on deposit in the Custodial Account (including amounts held as Temporary Investments in the Custodial Account, or to the extent Section 2.07(d) requires any amount to be withdrawn from the Interest Reserve Account, the Interest Reserve Account (which shall be liquidated to the extent required to make any of the following payments), but excluding (i) for purposes of making distributions on such Loan Payment Date, any amounts constituting Collections received during the subsequent Collection Period and (ii) the amount of drawn Capital Commitments that has been notified by the Borrower to the Agents and the Lender as having been transferred from the Working Capital Reserve to the Custodial Account for the purpose of purchasing Eligible Assets) shall be applied in accordance with the following order of priority (collectively, the “Default Priority of Payments” and, together with the Non-Default Priority of Payments, the “Priority of Payments”): (i) first, to the payment of an amount equal to any outstanding Permitted Borrower Administrative Expenses, but excluding all taxes, other than taxes imposed directly on the Borrower or its Subsidiaries in an aggregate amount of taxes not to exceed, in any period of twelve (12) consecutive months, $100,000; (ii) second, to the payment of amounts then due under Permitted Secured Interest Rate Xxxxxx (other than early termination payments attributable to a default by a Permitted Secured Hedge Counterparty); (iii) third, to the payment of the Principal Amount, Interest Amount and other amounts owing to the Lender, in each case whether or not then due; and (iv) fourth, to the payment of amounts then due under Permitted Secured Interest Rate Xxxxxx not paid in accordance with clause (ii) above. Any amounts not distributed pursuant to the foregoing clauses (i) through (iv) shall remain on deposit in the Custodial Account. (c) Notwithstanding anything to the contrary in this Section 2.07; (i) during the Commitment Period, the Borrower may withdraw funds from the Custodial Account for the purpose of making Investments in additional Eligible Assets or making upfront payments to purchase or enter into Permitted Interest Rate Xxxxxx at any time so long as as (A) immediately prior to and after giving effect thereto and to the use of proceeds thereof, as of such date no Default or Event of Default is then continuing, (B) the Asset Coverage Test as calculated as of the date of the proposed withdrawal is satisfied immediately prior to giving effect to such withdrawal and would be satisfied on a Pro Forma basis as of such trade date after giving effect thereto, (C) there will be on deposit in the Custodial Account (including amounts held as Temporary Investments) in the reasonable judgment of the Borrower sufficient funds to make the payments required under clauses (i), (ii) and (iii) of the Non-Default Priority of Payments on the next Loan Payment Date and (D) the Interest Reserve Account would contain on a Pro Forma basis the Required Interest Reserve Amount (it is agreed that the withdrawal of funds from the Custodial Account by the Borrower for the purpose of making Investments in additional Eligible Assets at any time shall constitute a representation and warranty by the Borrower as of the date of such withdrawal that the conditions contained in each of clauses (i)(A) through (i)(D) above have been satisfied); and (ii) the Borrower may withdraw from the Custodial Account funds at any time for the purpose of (A) making required payments of interest in accordance with Section 2.05(a),, (B) making Investments in Temporary Investments, (C) prepaying or repaying the Loans in accordance with Section 2.06(a) or 2.06(c), (D) making scheduled payments (including posting or pledging of collateral pursuant to margin requirements) on Permitted Interest Rate Xxxxxx or (E) so long as, immediately prior to and after giving effect thereto and the use of the proceeds thereof, as of such date, no Event of Default has occurred and is continuing, making payments of Permitted Borrower Administrative Expenses; provided that the conditions in clauses (i)(C) and (i)(D) above will be satisfied after giving effect to the payment of such Permitted Borrower Administrative Expenses. (d) If on any Loan Payment Date, the amount on deposit in the Custodial Account and available to pay the amounts described in clauses (ii) and (iii) of the Non-Default Priority of Payments or in clauses (ii) and (iii) of the Default Priority of Payments, as applicable, is less than the amount required to pay such amounts in full, the lesser of the amount of such deficiency and the amount then on deposit in the Interest Reserve Account shall be applied to pay such amounts. If on any Loan Payment Date, the amount on deposit in the Interest Reserve Account exceeds the Required Interest Reserve Amount, the amount of such excess shall be transferred to the Custodial Account for distribution in accordance with the Priority of Payments. Notwithstanding the foregoing, however, if an Event of Default has occurred and is continuing, the Lender may, on any Loan Payment Date and after giving effect to the allocation provided in the first sentence of this Section 2.07(d), instruct the Agents in writing to apply the entire amount in the Interest Reserve Account to repay the Principal Amount. (e) No later than five (5) Business Days after the end of each month, the Administrative Agent shall provide the current Interest Amount and Principal Amount outstanding on the Loans and the principal amount of any repayments on such Loans during the related Collection Period to the Collateral Administrator.