Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, the Collateral Agent, based solely upon the Monthly Report, shall disburse amounts from the Payment Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”): (i) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority: (A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date; (B) to the Collateral Manager to pay the Senior Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Senior Collateral Management Fee pursuant to this Agreement; (C) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents; (D) the Equityholder as a Permitted RIC Distribution as directed by the Collateral Manager; (E) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an aggregate amount required to cure any Borrowing Base Deficiency; (F) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an amount equal to any outstanding Mandatory Amortization Amount on such applicable Payment Date; (G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount; (H) to the Collateral Manager to pay any Senior Collateral Management Fee not paid pursuant to clause (B) above;
Appears in 2 contracts
Samples: Credit and Security Agreement (Apollo Debt Solutions BDC), Credit and Security Agreement (Apollo Debt Solutions BDC)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, the Collateral Agent, based solely upon the Monthly Report, shall disburse amounts from the Payment Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date;
(B) to the Collateral Manager to pay the Senior Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Senior Collateral Management Fee pursuant to this Agreement;
(C) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(D) the Equityholder as a Permitted RIC Distribution as directed by the Collateral Manager;
(E) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an aggregate amount required to (x) cure any Borrowing Base DeficiencyDeficiency and (y) cause the Borrower Interest Coverage Ratio to be at least 1.10 to 1.00;
(F) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an amount equal to any outstanding Mandatory Amortization Amount on such applicable Payment Date;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(H) to the Collateral Manager to pay (1) any Senior Collateral Management Fee not paid pursuant to clause (B) aboveabove and (2) the Subordinated Collateral Management Fee, plus any Subordinated Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Subordinated Collateral Management Fee pursuant to this Agreement;
(I) (1) first, to any applicable Persons, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, to any applicable Persons, to pay all other Obligations then due and owing (other than Advances Outstanding); and
(J) (1) if a Default has occurred and is continuing, or would result therefrom, to remain in the Interest Collection Account or (2) otherwise, to be allocated at the discretion of the Collateral Manager (as set forth in the Monthly Report) to any one or more of the following payments: (1) to prepay the Advances, (2) during the Reinvestment Period, to the Principal Collection Account as Principal Proceeds for the purchase of additional Collateral Assets and the funding of Delayed Drawdown Collateral Assets and Revolving Collateral Assets, or (3) so long as no Default or Event of Default has occurred and is continuing, to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(ii) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Principal Proceeds on deposit in the Principal Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Asset that the Borrower has committed to purchase and with respect to which the trade date has occurred) to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (H) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(B) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances until the Advances are paid in full; provided that if the amount on deposit in the Unfunded Reserve Account equals or exceeds the amount of outstanding Advances, the Borrower (or the Collateral Manager on its behalf) may elect to withdraw such amounts from the Unfunded Reserve Account and repay the Advances pursuant to this clause (B);
(C) to the payment of unpaid amounts under clause (I) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder; and
(D) (1) during the Reinvestment Period, (A) if a Default has occurred and is continuing, or would result therefrom, to remain in the Principal Collection Account or (B) otherwise at the discretion of the Collateral Manager, all remaining amounts shall be allocated to any one or more of the following payments: (I) to the Principal Collection Account for the purchase of additional Collateral Assets and the funding of Delayed Drawdown Collateral Assets and Revolving Collateral Assets, (II) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount and/or (III) if the Restricted Payment Condition is satisfied after giving effect to such payment, the remaining Principal Proceeds on deposit in the Principal Collection Account to the Borrower or its designee, which amounts may be distributed to the Equityholder; provided that the Restricted Payment Condition shall not apply in the event of any distribution of Principal Proceeds up to the amount of any Advances repaid by the Borrower using one or more contributions from the Equityholder that have not previously been distributed pursuant to Section 5.02(r) if such distribution occurs within ninety (90) days of the date of the related contribution from the Equityholder; or (2) during the Amortization Period, to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(iii) One Business Day before each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result from the application of Collections pursuant to the preceding clause (i) or (ii), all Collections on deposit in the Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Asset that the Borrower has committed to purchase and with respect to which the trade date has occurred), to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date;
(B) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(C) pro rata to each Lender (based on such Xxxxxx’s Percentage) to pay principal of the Advances until the Advances are paid in full;
(D) to the Equityholder as a Permitted RIC Distribution as directed by the Collateral Manager;
(E) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(F) to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(G) to the Collateral Manager to pay the Collateral Management Fee, plus any Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver, deferral or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Collateral Management Fee pursuant to this Agreement;
(1) first, to the applicable Person, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, to the applicable Person, to pay all other Obligations then due and owing; and
(I) to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required by the Monthly Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.
Appears in 2 contracts
Samples: Credit and Security Agreement (Blue Owl Credit Income Corp.), Credit and Security Agreement (Blue Owl Credit Income Corp.)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, the Collateral Agent, based solely upon the Monthly Payment Date Report, shall disburse amounts from the Payment Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date;
(B) to the Collateral Manager to pay the Senior Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver waiver, deferral or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Senior Collateral Management Fee pursuant to this AgreementAgreement or such Collateral Management Fee is waived by the Collateral Manager pursuant to Section 14.05;
(C) (1) first, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Undrawn Fees and Prepayment Fees, if any, and amounts due to each such Lender under Section 2.10; (2) second, to the Administrative Agent, to pay any fees, expenses, USActive 59109857.10 indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents; and (3) third, pro rata, to each Lender to pay any other fees, expenses, indemnities and other amounts payable to such Lender under the Facility Documents;
(D) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an aggregate amount required to cure any Borrowing Base Deficiency;
(E) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an amount equal to any outstanding Mandatory Amortization Amount if such Payment Date is a Mandatory Amortization Date;
(F) to any applicable Persons, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(H) to any applicable Persons, to pay all other Obligations then due and owing (other than Advances Outstanding);
(I) to the Borrower or its designee to make any BDC Tax Distribution in an amount not to exceed during any calendar year (together with clause (D)(x) under clause (ii) below) $1,000,000;
(J) during the Reinvestment Period, at the discretion of the Collateral Manager (with written notice delivered to the Agents on or prior to the related Determination Date), all remaining amounts shall be allocated to any one or more of the following payments: (1) to the Principal Collection Account for the purchase of additional Collateral Assets and the funding of Delayed Drawdown Collateral Assets and Revolving Collateral Assets, (2) to prepay Advances, (3) for deposit into the Unfunded Reserve Account or (4) to the Borrower or its designee, which amounts may be distributed to the Equityholder;
(K) to the Borrower or its designee to make any BDC Tax Distribution to pay amounts not otherwise paid above in clause (I); and
(L) during the Amortization Period, at the discretion of the Collateral Manager (with written notice delivered to the Agents on or prior to the related Determination Date), all remaining amounts shall be allocated to the Borrower or its designee, which amounts may be distributed to the Equityholder. USActive 59109857.10
(ii) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Principal Proceeds on deposit in the Principal Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Asset that the Borrower has committed to purchase and with respect to which the trade date has occurred) to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (H) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(B) during the Amortization Period, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full;
(C) to the payment of unpaid amounts under clauses (F) through (H) under clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(D) (x) first, to the Borrower or its designee to make any BDC Tax Distribution in an amount not to exceed during any calendar year (together with clause (I) under clause (i) above) $1,000,000 and (y) second, during the Reinvestment Period, if a Default has occurred and is continuing, or would result therefrom (or an Event of Default would result therefrom), (1) to remain in the Principal Collection Account for the purchase of additional Collateral Assets and the funding of Delayed Drawdown Collateral Assets and Revolving Collateral Assets, or (2) otherwise at the discretion of the Collateral Manager, all remaining amounts shall be allocated to any one or more of the following payments: (1) to the Principal Collection Account, (2) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount, (3) to prepay Advances or (4) if no Default or Event of Default has occurred and is continuing or would result and if each Collateral Quality Test is satisfied, to the Borrower or its designee, which amounts may be distributed to the Equityholder;
(E) to the payment of unpaid amounts under clause (K) under clause (i) above, to the extent not paid in full thereunder; and
(F) during the Amortization Period, at the discretion of the Collateral Manager (with written notice delivered to the Agents on or prior to the related Payment Date), all remaining amounts shall be allocated to any one or more of the following payments: (1) to prepay Advances or (2) to the Borrower or its designee, which amounts may be distributed to the Equityholder. USActive 59109857.10
(iii) One Business Day before each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result from the application of Collections pursuant to the preceding clause (i) or (ii), all Collections on deposit in the Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Asset that the Borrower has committed to purchase and with respect to which the trade date has occurred), to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in Section 6.02, Administrative Expenses paid pursuant to this clause (A) to the Collateral Administrator, the Collateral Agent, the Securities Intermediary or the Document Custodian shall be paid without regard to the Administrative Expense Cap;
(B) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Undrawn Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(D) the Equityholder as a Permitted RIC Distribution as directed by the Collateral Manager;
(EC) pro rata to each Lender (based on such LenderXxxxxx’s Percentage) to pay principal of the Advances until the Advances are paid in an aggregate amount required to cure any Borrowing Base Deficiencyfull;
(F) during the Amortization Period, pro rata to each Lender (based on such Lender’s PercentageD) to pay principal of the Advances in an amount equal Borrower or its designee to make any outstanding Mandatory Amortization Amount on such applicable Payment DateBDC Tax Distribution;
(GE) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(HF) to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(G) to the Collateral Manager to pay the Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver, deferral or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Collateral Management Fee pursuant to this Agreement; USActive 59109857.10
(1) first, to the applicable Person, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to clause applications under such clause; and (B2) above;second, to the applicable Person, to pay all other Obligations then due and owing; and
(I) to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (LGAM Private Credit LLC)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, all amounts on deposit in the Collateral Agent, based solely upon the Monthly Report, shall disburse amounts from the Payment Collection Account pursuant to Section 8.02 shall be applied by the Account Bank at the written direction of the Administrative Agent in accordance with the following priorities priorities, as calculated by the Administrative Agent as of the immediately preceding Calculation Date (the “Priority of Payments”) (it being understood that such amounts shall first be applied from the Interest Collection Account and subsequently shall be applied from the Principal Collection Account):
(i) One Business Day before On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds amounts on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (orCalculation Date, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) first, to the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary, pro rata and, second, to each applicable Personthe Successor Collateral Manager, if any, to pay Administrative Expenses in accordance with any accrued and unpaid amounts due and owing to them on such date pursuant to this Agreement and the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Dateother Facility Documents;
(B) to the Collateral Manager to pay the Senior accrued and unpaid Collateral Management FeeFees, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, except to the extent that the Collateral Manager elects to permanently waive or defer such current or previously due Senior Collateral Management Fee pursuant to this Agreementfor the related Collection Period;
(C) to the Borrower in an amount equal to costs or fees incurred in the ordinary course of business relating to the administration of Borrower during the related Collection Period, including those related to financial audits, state filing fees, insurance costs, legal fees relating to perfection of underlying collateral, and other related costs or fees; provided that the aggregate amount of such costs subject to reimbursement hereto shall not exceed $200,000 per annum;
(1D) to the Administrative Agent, to pay accrued and unpaid fees pursuant to the Administrative Agent Fee Letter, if any, and any other accrued and unpaid fees and expenses payable to the Administrative Agent pursuant to the Facility Documents, until paid in full;
(E) to each Lender, to pay accrued and unpaid Interest on the Advances, Unused Fees, and any other amounts payable pursuant to the Facility Documents, if any, due to each such Person;
(F) if a Borrowing Base Deficiency or Coverage Test Deficiency has occurred and is continuing, to each Lender to repay the outstanding principal of the Advances of each Lender (pro rata based on each Lender’s Percentage) until no such Borrowing Base Deficiency or Coverage Test Deficiency, as applicable, is continuing;
(G) to the Borrower, in an amount equal to costs or fees incurred in the ordinary course of business relating to the administration of Borrower during the related Collection Period, including those related to financial audits, state filing fees, insurance costs, legal fees relating to perfection of underlying collateral, and other related costs or fees in excess of the $200,000 per annum cap pursuant to clause (C) above; and
(H) thereafter, to, or as directed by, the Borrower; provided that the making of any Restricted Payment with respect thereto shall be subject to Section 5.02(r).
(ii) On each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result from the application of Collections pursuant to the preceding clause (i), all Collections on deposit in the Collection Account, to the extent received on or before the related Calculation Date will be applied by the Account Bank at the written direction of the Administrative Agent in the following order of priority (it being understood that such amounts shall first be applied from the Interest Collection Account and subsequently shall be applied from the Principal Collection Account):
(A) first, to the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary, pro rata, and, second, to the Successor Collateral Manager, if any, to pay any accrued and unpaid amounts due and owing to them on such date pursuant to this Agreement and the other Facility Documents;
(B) to the Administrative Agent, to pay accrued and unpaid fees pursuant to the Administrative Agent Fee Letter, if any, and any other accrued and unpaid fees and expenses payable to the Administrative Agent pursuant to the Facility Documents, until paid in full;
(C) to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and Documents;
(2D) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees Unused Fees, and Prepayment Feesany fees or expenses payable pursuant to the Facility Documents, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(D) the Equityholder as a Permitted RIC Distribution as directed by the Collateral ManagerPerson;
(E) pro rata to pay the principal of the Advances of each Lender (pro rata, based on such each Lender’s Percentage) to pay principal of the Advances until paid in an aggregate amount required to cure any Borrowing Base Deficiencyfull;
(F) during the Amortization Periodto pay all other Obligations then due and owing (other than Advances Outstanding), pro rata including accrued and unpaid amounts owing to each Lender Affected Persons (based on such Lender’s Percentageif any) under Sections 2.09 and 12.03;
(G) to pay principal of the Advances Borrower in an amount equal to any outstanding Mandatory Amortization Amount on costs or fees incurred in the ordinary course of business relating to the administration of Borrower during such applicable Payment Date;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amountmonth, including those related to financial audits, state filing fees, insurance costs, legal fees relating to perfection of underlying collateral, and other related costs or fees;
(H) thereafter, to, or as directed by, the Borrower; provided that the making of any Restricted Payment with respect thereto shall be subject to Section 5.02(r).
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required pursuant to Section 9.01(a), the Account Bank shall make the disbursements called for in the order and according to the Collateral Manager priority set forth under Section 9.01(a) to pay any Senior Collateral Management Fee not paid pursuant to clause (B) above;the extent funds are available therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (Saratoga Investment Corp.)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, all amounts on deposit in the Collateral Agent, based solely upon the Monthly Report, shall disburse amounts from the Payment Collection Account pursuant to Section 8.02 shall be applied by the Account Bank at the written direction of the Administrative Agent in accordance with the following priorities priorities, as calculated by the Administrative Agent as of the immediately preceding Calculation Date (the “Priority of Payments”) (it being understood that such amounts shall first be applied from the Interest Collection Account and subsequently shall be applied from the Principal Collection Account):
(i) One Business Day before On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds amounts on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (orCalculation Date, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) first, to the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary, pro rata and, second, to each applicable Personthe Successor Collateral Manager, if any, to pay Administrative Expenses in accordance with any accrued and unpaid amounts due and owing on such date pursuant to this Agreement, and the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Dateother Facility Documents;
(B) to the Collateral Manager to pay the Senior accrued and unpaid Collateral Management FeeFees, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, except to the extent that the Collateral Manager elects to permanently waive or defer such current or previously due Senior Collateral Management Fee pursuant to this Agreementfor such Interest Accrual Period;
(C) to the Borrower in an amount equal to costs or fees incurred in the ordinary course of business relating to the administration of Borrower during such month, including those related to financial audits, state filing fees, insurance costs, legal fees relating to perfection of underlying collateral, and other related costs or fees; provided that the aggregate amount of such costs subject to reimbursement hereto shall not exceed $200,000 per annum;
(1D) to the Administrative Agent, to pay accrued and unpaid fees pursuant to the Administrative Agent Fee Letter, if any, and any other accrued and unpaid fees and expenses payable to the Administrative Agent pursuant to the Facility Documents, until paid in full;
(E) to each Lender, to pay accrued and unpaid Interest on the Advances, Unused Fees, any other fees or expenses payable pursuant to the Facility Documents, if any, due to each such Person and amounts payable to each such Person under Section 2.10;
(F) if a Borrowing Base Deficiency or Coverage Test Deficiency has occurred and is continuing, to each Lender to repay the outstanding principal of the Advances of each Lender (pro rata based on each Lender’s Percentage) until no such Borrowing Base Deficiency or Coverage Test Deficiency, as applicable, is continuing;
(G) to the Borrower, in an amount equal to costs or fees incurred in the ordinary course of business relating to the administration of Borrower during such month, including those related to financial audits, state filing fees, insurance costs, legal fees relating to perfection of underlying collateral, and other related costs or fees in excess of the $200,000 per annum cap pursuant to item (C) above; and
(H) thereafter, to, or as directed by, the Borrower; provided that the making of any Restricted Payment with respect thereto shall be subject to Section 5.02(r).
(ii) On each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result from the application of Collections pursuant to the preceding clause (i), all Collections on deposit in the Collection Account, to the extent received on or before the related Calculation Date will be applied by the Account Bank at the written direction of the Administrative Agent in the following order of priority (it being understood that such amounts shall first be applied from the Interest Collection Account and subsequently shall be applied from the Principal Collection Account):
(A) first, to the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary, pro rata, and, second, to the Successor Collateral Manager, if any, to pay any accrued and unpaid amounts due and owing on such date pursuant to this Agreement, and the other Facility Documents;
(B) to the Administrative Agent, to pay accrued and unpaid fees pursuant to the Administrative Agent Fee Letter, if any, and any other accrued and unpaid fees and expenses payable to the Administrative Agent pursuant to the Facility Documents, until paid in full;
(C) to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and Documents;
(2D) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees and Prepayment Unused Fees, any other fees or expenses payable pursuant to the Facility Documents, if any, and other fees, expenses, indemnities and amounts due to each such Lender Person and amounts payable to each such Person under the Facility Documents;
(D) the Equityholder as a Permitted RIC Distribution as directed by the Collateral ManagerSection 2.10;
(E) pro rata to pay the principal of the Advances of each Lender (pro rata, based on such each Lender’s Percentage) to pay principal of the Advances until paid in an aggregate amount required to cure any Borrowing Base Deficiencyfull;
(F) during the Amortization Periodto pay all other Obligations then due and owing (other than Advances Outstanding), pro rata including accrued and unpaid amounts owing to each Lender Affected Persons (based on such Lender’s Percentageif any) under Sections 2.09 and 12.03;
(G) to pay principal of the Advances Borrower in an amount equal to any outstanding Mandatory Amortization Amount on costs or fees incurred in the ordinary course of business relating to the administration of Borrower during such applicable Payment Date;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amountmonth, including those related to financial audits, state filing fees, insurance costs, legal fees relating to perfection of underlying collateral, and other related costs or fees;
(H) thereafter, to, or as directed by, the Borrower; provided that the making of any Restricted Payment with respect thereto shall be subject to Section 5.02(r).
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required pursuant to Section 9.01(a), the Account Bank shall make the disbursements called for in the order and according to the Collateral Manager priority set forth under Section 9.01(a) to pay any Senior Collateral Management Fee not paid pursuant to clause (B) above;the extent funds are available therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (Saratoga Investment Corp.)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, the Collateral Agent, based solely upon the Monthly Payment Date Report, shall disburse amounts from the Payment Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date;
(B) to the Collateral Manager Servicer to pay the Senior Collateral Management Servicing Fee, plus any Senior Collateral Management Servicing Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, to the extent that the Collateral Manager Servicer elects to waive or defer such current or previously due Senior Collateral Management Servicing Fee pursuant to this Agreement;
(C) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Undrawn Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(D) to the Equityholder as a Permitted RIC Distribution as directed by the Collateral ManagerServicer;
(E) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an aggregate amount required to cure any Borrowing Base Deficiency;
(F) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an amount equal to any outstanding Mandatory Amortization Amount on such applicable Payment Date;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(H) to the Collateral Manager Servicer to pay (1) any Senior Collateral Management Servicing Fee not paid pursuant to clause (B) aboveabove and (2) the Subordinated Servicing Fee, plus any Subordinated Servicing Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds, except, in each case, to the extent that the Servicer elects to waive or defer such current or previously due Subordinated Servicing Fee pursuant to this Agreement;
(I) (1) first, to any applicable Persons, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, to any applicable Persons, to pay all other Obligations then due and owing (other than Advances Outstanding); and
(J) (1) if a Default has occurred and is continuing, or would result therefrom, to remain in the Interest Collection Account or (2) otherwise, to be allocated at the discretion of the Servicer (as set forth in the Payment Date Report) to any one or more of the following payments: (1) to prepay the Advances, (2) during the Reinvestment Period, to the Principal Collection Account as Principal Proceeds for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral Loans, or (3) to the Borrower or its designee, which amounts may be distributed to the Equityholder; provided, that if any such Default is subsequently cured prior the next Payment Date, such amounts held under clause (J)(1) as a result of an inability to distribute under clause (J)(2)(3) may be distributed pursuant to clause (J)(2)(3) prior to the next Payment Date so long as no other Default or Event of Default has occurred and is continuing.
(ii) On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Principal Proceeds on deposit in the Principal Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Loan that the Borrower has committed to purchase and with respect to which the trade date has occurred) to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (H) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(B) during the Amortization Period, pro rata to each Lender (based on such Xxxxxx’s Percentage) to pay principal of the Advances until the Advances are paid in full; provided that if the amount on deposit in the Unfunded Reserve Account equals or exceeds the amount of outstanding Advances, the Borrower (or the Servicer on its behalf) may elect to withdraw such amounts from the Unfunded Reserve Account and repay the Advances pursuant to this clause (B);
(C) to the payment of unpaid amounts under clause (I) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder; and
(D) during the Reinvestment Period, (1) if a Default has occurred and is continuing, or would result therefrom, to remain in the Principal Collection Account or (2) otherwise at the discretion of the Servicer, all remaining amounts shall be allocated to any one or more of the following payments: (1) to the Principal Collection Account for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral Loans, (2) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount or (3) to the Borrower or its designee, which amounts may be distributed to the Equityholder; provided, that if any such Default is subsequently cured prior the next Payment Date, such amounts held under clause (D)(1) as a result of an inability to distribute under clause (D)(2)(3) may be distributed pursuant to clause (D)(2)(3) prior to the next Payment Date so long as no other Default or Event of Default has occurred and is continuing.
(iii) On each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result from the application of Collections pursuant to the preceding clause (i) or (ii), all Collections on deposit in the Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Loan that the Borrower has committed to purchase and with respect to which the trade date has occurred), to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in Section 6.02, Administrative Expenses paid pursuant to this clause (A) to the Collateral Administrator, the Collateral Agent, the Securities Intermediary or the Document Custodian shall be paid without regard to the Administrative Expense Cap;
(B) to the Servicer to pay the Senior Servicer Fee, plus any Senior Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds, except, in each case, to the extent that the Servicer elects to waive or defer such current or previously due Senior Servicer Fee pursuant to this Agreement;
(C) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Undrawn Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(D) pro rata to each Lender (based on such Xxxxxx’s Percentage) to pay principal of the Advances until the Advances are paid in full;
(E) to the Equityholder as a Permitted RIC Distribution as directed by the Servicer;
(F) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(G) to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(H) to the Servicer to pay the Subordinated Servicing Fee, plus any Subordinated Servicing Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds, except, in each case, to the extent that the Servicer elects to waive or defer such current or previously due Subordinated Servicing Fee pursuant to this Agreement;
(1) first, to the applicable Person, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, to the applicable Person, to pay all other Obligations then due and owing; and
(J) to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (SLR Private Credit BDC II LLC)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, the Collateral Agent, based solely upon the Monthly Report, shall disburse amounts from the Payment Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date;
(B) to the Collateral Manager to pay the Senior Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Senior Collateral Management Fee pursuant to this Agreement;
(C) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(D) the Equityholder as a Permitted RIC Distribution as directed by the Collateral Manager;
(E) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an aggregate amount required to (x) cure any Borrowing Base DeficiencyDeficiency and (y) cause the Borrower Interest Coverage Ratio to be at least 1.201.10 to 1.00;
(F) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an amount equal to any outstanding Mandatory Amortization Amount on such applicable Payment Date;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(H) to the Collateral Manager to pay (1) any Senior Collateral Management Fee not paid pursuant to clause (B) aboveabove and (2) the Subordinated Collateral Management Fee, plus any Subordinated Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Subordinated Collateral Management Fee pursuant to this Agreement;
(I) (1) first, to any applicable Persons, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, to any applicable Persons, to pay all other Obligations then due and owing (other than Advances Outstanding); and
(J) (1) if a Default has occurred and is continuing, or would result therefrom, to remain in the Interest Collection Account or (2) otherwise, to be allocated at the discretion of the Collateral Manager (as set forth in the Monthly Report) to any one or more of the following payments: (1) to prepay the Advances, (2) during the Reinvestment Period, to the Principal Collection Account as Principal Proceeds for the purchase of additional Collateral Assets and the funding of Delayed Drawdown Collateral Assets and Revolving Collateral Assets, or (3) so long as no Default or Event of Default has occurred and is continuing, to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(ii) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Principal Proceeds on deposit in the Principal Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Asset that the Borrower has committed to purchase and with respect to which the trade date has occurred) to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (H) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(B) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances until the Advances are paid in full; provided that if the amount on deposit in the Unfunded Reserve Account equals or exceeds the amount of outstanding Advances, the Borrower (or the Collateral Manager on its behalf) may elect to withdraw such amounts from the Unfunded Reserve Account and repay the Advances pursuant to this clause (B);
(C) to the payment of unpaid amounts under clause (I) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder; and
(D) (1) during the Reinvestment Period, (A) if a Default has occurred and is continuing, or would result therefrom, to remain in the Principal Collection Account or (B) otherwise at the discretion of the Collateral Manager, all remaining amounts shall be allocated to any one or more of the following payments: (I) to the Principal Collection Account for the purchase of additional Collateral Assets and the funding of Delayed Drawdown Collateral Assets and Revolving Collateral Assets, (II) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount and/or (III) if the Restricted Payment Condition is satisfied after giving effect to such payment, the remaining Principal Proceeds on deposit in the Principal Collection Account to the Borrower or its designee, which amounts may be distributed to the Equityholder; provided that the Restricted Payment Condition shall not apply in the event of any distribution of Principal Proceeds up to the amount of any Advances repaid by the Borrower using one or more contributions from the Equityholder that have not previously been distributed pursuant to Section 5.02(r) if such distribution occurs within ninety (90) days of the date of the related contribution from the Equityholder; or (2) during the Amortization Period, to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(iii) One Business Day before each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result from the application of Collections pursuant to the preceding clause (i) or (ii), all Collections on deposit in the Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Asset that the Borrower has committed to purchase and with respect to which the trade date has occurred), to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date;
(B) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(C) pro rata to each Lender (based on such Xxxxxx’s Percentage) to pay principal of the Advances until the Advances are paid in full;
(D) to the Equityholder as a Permitted RIC Distribution as directed by the Collateral Manager;
(E) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(F) to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(G) to the Collateral Manager to pay the Collateral Management Fee, plus any Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver, deferral or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Collateral Management Fee pursuant to this Agreement;
(1) first, to the applicable Person, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, to the applicable Person, to pay all other Obligations then due and owing; and
(I) to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required by the Monthly Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.
Appears in 1 contract
Samples: Amendment No. 2 to Facility Documents (Blue Owl Technology Income Corp.)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, the Collateral Agent, based solely upon the Monthly Payment Date Report, shall disburse amounts from the Payment Collection Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person(1) first, to pay all out-of-pocket costs and expenses of the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Custodian incurred in connection with any sale of Collateral or exercise of other remedial rights pursuant to Section 7.03; (2) second, to pay other Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A2) shall not exceed the Administrative Expense Cap for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in Section 6.02, Administrative Expenses paid pursuant to this subclause (A)(2) to the Collateral Administrator, the Collateral Agent, the Securities Intermediary or the Custodian shall be paid without regard to the Administrative Expense Cap;
(B) to the Collateral Manager to pay the Senior Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Senior Collateral Management Fee pursuant to this Agreement;
(C) to each Lender, to pay accrued and unpaid Interest on the Advances, Commitment Fees, and Prepayment Fees, if any, due to each such Lender and amounts payable to each such Lender under Section 2.10;
(D) to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) in an amount required to cure any Borrowing Base Deficiency or to cure any failure of the Equity Coverage Test or the Minimum Equity Test;
(E) during the Amortization Period, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) in an amount equal to the Mandatory Amortization Amount for such Payment Date;
(F) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(G) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to the Lenders (or related indemnified parties) to pay any fees, expenses, indemnities and other amounts payable by the Borrower under any Facility Document;
(1) first, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, to pay all other Obligations then due and owing (other than Advances Outstanding), including accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.09 and 12.03;
(I) to the Equityholder to make Permitted Tax Distributions; and
(J) to be allocated at the discretion of the Collateral Manager (as set forth in the Payment Date Report) to any one or more of the following payments: (1) to prepay the Advances or (2) to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(ii) On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Principal Proceeds on deposit in the Collection Account to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be applied in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (F) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(B) during the Amortization Period, to pay principal of the Advances of each Lender (pro rata, based on such each Lender’s Percentage) until the Advances are paid in full; provided that if the amount on deposit in the Unfunded Reserve Account equals or exceeds the amount of outstanding Advances, the Borrower (or the Collateral Manager on its behalf) may elect to withdraw such amounts from the Unfunded Reserve Account and repay the Advances pursuant to this clause (B);
(C) to the payment of unpaid amounts under clauses (G) and (H) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(D) during the Reinvestment Period, at the discretion of the Collateral Manager, all remaining amounts shall be allocated to any one or more of the following payments: (1) to the Collection Account for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral Loans or (2) for deposit into the Unfunded Reserve Account; and
(E) during the Amortization Period, to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(iii) On each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result from the application of Collections pursuant to the preceding clauses (i) or (ii), all Collections on deposit in the Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be applied in the following order of priority:
(1) first, to pay all out-of-pocket costs and expenses of the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Custodian incurred in connection with any sale of Collateral or exercise of other remedial rights pursuant to Section 7.03; and (2) second, to pay other Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (2) shall not exceed the Administrative Expense Cap for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in Section 6.02, Administrative Expenses paid pursuant to this subclause (A)(2) to the Collateral Administrator, the Collateral Agent, the Securities Intermediary or the Custodian shall be paid without regard to the Administrative Expense Cap;
(B) to the Collateral Manager to pay the Collateral Management Fee, plus any Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds;
(C) to each Lender, to pay accrued and unpaid Interest on the Advances, Commitment Fees Fees, and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts Fees due to each such Lender and amounts payable to each such Lender under the Facility DocumentsSection 2.10;
(D) to pay the Equityholder as a Permitted RIC Distribution as directed by principal of the Collateral ManagerAdvances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full;
(E) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an aggregate amount required to cure any Borrowing Base Deficiency;
(F) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an amount equal to any outstanding Mandatory Amortization Amount on such applicable Payment Date;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(F) to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant the Administrative Agent Fee Letter and any other Facility Documents;
(G) to the Lenders (or related indemnified parties) to pay any fees, expenses, indemnities and other amounts payable by the Borrower under any Facility Document;
(H) to the Collateral Manager payment or application of amounts referred to pay any Senior Collateral Management Fee in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(I) to the payment of amounts referred to in clause (B) above, to the extent not paid in full pursuant to such clause;
(J) to pay all other Obligations then due and owing (other than Advances Outstanding), including accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.09 and 12.03; and
(K) to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (CION Investment Corp)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, on each Payment Date, the Collateral Agent, based solely upon the Monthly Report, Agent shall disburse amounts from the Payment Collection Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person(1) first, to pay all out-of-pocket costs and expenses of the Collateral Agent incurred in connection with any sale of Collateral or exercise of other remedial rights pursuant to Section 7.03; (2) second, to pay other Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A2) shall not exceed the Administrative Expense Cap for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in Section 6.02, Administrative Expenses paid pursuant to this clause (A) to the Collateral Agent, the Collateral Administrator, the Securities Intermediary, the Custodian or the Administrative Agent shall be paid without regard to the Administrative Expense Cap and (3) third, to pay any CME Management Fees incurred by the Administrative Agent, the Collateral Administrator or the Collateral Agent;
(B) (1) so long as no Default, Event of Default or Collateral Manager Event has occurred and is continuing, to the Collateral Manager to pay the Senior Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Senior Collateral Management Fee pursuant to this AgreementAgreement and (2) after the occurrence and during the continuance of a Default, an Event of Default or a Collateral Manager Event, at the election of the Administrative Agent in its sole discretion, any amounts described in the foregoing clause (B)(1) shall be payable pursuant to clause (H) below;
(C) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts Fees due to each such Lender and amounts payable to each such Lender under Section 2.10 and the Facility DocumentsAdministrative Agent Fee Letter;
(D) (1) during the Equityholder Reinvestment Period, so long as a Permitted RIC Distribution no Event of Default has occurred and is continuing, if the Borrowing Base Test or the Net Equity Test is not satisfied as directed by of the Collateral Manager;
(E) pro rata to each Lender (based on such Lender’s Percentage) relevant Determination Date, to pay principal of the Advances in an aggregate amount required to cure any of each Lender (pro rata, based on each Lender’s Percentage) until each of the Borrowing Base DeficiencyTest and the Net Equity Test is satisfied (on a pro forma basis as at such Determination Date) and (2) after the occurrence and during the continuance of an Event of Default, to pay the principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full;
(FE) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) in an amount equal to any outstanding the Mandatory Amortization Amount; provided that no application under this clause (E) shall be made if the amount of Principal Proceeds to be applied on such date are sufficient to pay the Mandatory Amortization Amount on after giving effect to all payments under Section 9.01(a)(ii);
(F) to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such applicable Payment Dateclause;
(G) to pay all other Obligations then due and owing (other than Advances Outstanding), including accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.09 and 12.03;
(H) after the occurrence and during the continuance of a Default, an Event of Default or a Collateral Manager Event to the payment of amounts referred to in clause (B) above, to the extent not paid in full pursuant to such clause;
(I) during the Reinvestment Period, the remainder to be allocated at the discretion of the Collateral Manager (in written notice to the Agents delivered on or prior to the related Determination Date) to any one or more of the following payments: (1) to the Principal Collection Account for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral Loans, (2) to prepay the Advances, (3) for deposit into the Unfunded Reserve Account or (4) to the Borrower or its designee, which amounts may be distributed to the Equityholder; and
(J) during the Amortization Period, to be allocated at the discretion of the Collateral Manager (in written notice to the Agents delivered on or prior to the related Determination Date) to any one or more of the following payments: (1) to prepay the Advances, (2) for deposit into the Unfunded Reserve Account until the amounts on deposit therein are equal to the Unfunded Reserve Required Amount, or (3) so long as no Default or Event of Default has occurred and is continuing, to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(ii) On each Payment Date, except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, Principal Proceeds on deposit in the Principal Collection Account to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) and that are not designated for reinvestment by the Collateral Manager will be applied in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (H) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(B) during the Reinvestment Period, at the discretion of the Collateral Manager, all remaining amounts shall be allocated to any one or more of the following payments: (1) to the Principal Collection Account for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral Loans, (2) for deposit into the Unfunded Reserve Account until the amounts on deposit therein are equal to the Unfunded Reserve Required Amount or (3) so long as no Default or Event of Default has occurred and is continuing, to the Borrower or its designee, which amounts may be distributed to the Equityholder;
(C) during the Amortization Period, (1) first, for deposit into the Unfunded Reserve Account until the amounts on deposit therein are equal to the Unfunded Reserve Required Amount and (2) second, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full; provided that if the amount on deposit therein in the Unfunded Reserve Account equals or exceeds the amount of outstanding Advances, the Borrower (or the Collateral Manager on its behalf) may elect to withdraw such amounts from the Unfunded Reserve Account and repay the Advances to the extent required by clause (2) of this clause (C); and
(D) to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.
(c) On any Business Day during the Reinvestment Period, the Borrower may direct the Collateral Agent to distribute Principal Proceeds and Excluded Amounts from the Collection Account to the Equityholder for payment of dividends, purchase price of Collateral Loans, amounts described in clauses (i) through (v) of the definition of “Excluded Amounts” or any other lawful purpose not prohibited hereunder, in each case so long as, upon giving effect to such distribution and the application of proceeds thereof:
(i) the amount available in the Collection Account is sufficient to make the full amount of disbursements required to be paid pursuant to Section 9.01(a) on the next succeeding Payment Date;
(ii) the amount on deposit in the Unfunded Reserve Account shall not be less than the Unfunded Reserve Required Amount;
(Hiii) to no Default, Event of Default or Collateral Manager Event has occurred and is continuing,
(iv) the Borrowing Base Test is satisfied, and
(v) the Collateral Manager to pay any Senior Collateral Management Fee not paid pursuant to clause (B) above;Quality Tests, the Concentration Limitations and the Net Equity Test are satisfied.
Appears in 1 contract
Samples: Credit and Security Agreement (FS Investment Corp II)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, the Collateral Agent, based solely upon the Monthly Report, shall disburse amounts from the Payment Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date;
(B) to the Collateral Manager to pay the Senior Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Senior Collateral Management Fee pursuant to this Agreement;
(C) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent and Lender Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(D) the Equityholder as a Permitted RIC Distribution as directed by the Collateral ManagerDistribution;
(E) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an aggregate amount required to cure any Borrowing Base Deficiency;
(F) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an amount equal to any outstanding Mandatory Amortization Amount on such applicable Payment Date;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(H) to the Collateral Manager to pay (1) any Senior Collateral Management Fee not paid pursuant to clause (B) aboveabove and (2) the Subordinated Collateral Management Fee, plus any Subordinated Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Subordinated Collateral Management Fee pursuant to this Agreement;
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, the Collateral Agent, based solely upon the Monthly Payment Date Report, shall disburse amounts from the Payment Collection Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person(1) first, to pay all out-of-pocket costs and expenses of the Collateral Agent, Collateral Administrator, Securities Intermediary and the Custodian incurred in connection with any sale of Collateral or exercise of other remedial rights pursuant to Section 7.03; (2) second, to pay other Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A2) shall not exceed the Administrative Expense Cap for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in Section 6.02, Administrative Expenses paid pursuant to this subclause (A)(2) to the Collateral Administrator, the Collateral Agent, the Securities Intermediary or the Custodian shall be paid without regard to the Administrative Expense Cap;
(B) to the Collateral Manager to pay the Senior Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Senior Collateral Management Fee pursuant to this Agreement[reserved];
(C) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees Fees, any fees payable pursuant to the Administrative Agent Fee Letter and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender Person and amounts payable to each such Person under the Facility DocumentsSection 2.10;
(D) the Equityholder as a Permitted RIC Distribution as directed by the Collateral Manager;
(E) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) in an aggregate amount required to cure any Borrowing Base DeficiencyDeficiency or to cure any failure of the Equity Coverage Test or the Minimum Equity Test;
(E) [reserved];
(F) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an amount equal to any outstanding Mandatory Amortization Amount on such applicable Payment Date;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(G) (1) first, to the Administrative Agent, to pay any other fees, expenses, indemnities and other amounts payable by the Borrower to the Administrative Agent under any Facility Document and (2) second, to the Lenders (or related indemnified parties) to pay any fees, expenses, indemnities and other amounts payable by the Borrower to the Lenders under any Facility Document;
(1) first, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, to pay all other Obligations then due and owing (other than Advances Outstanding), including accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.09 and 12.03; and
(I) (1) if a Default has occurred and is continuing or would result therefrom, to remain in the Interest Collection Account or (2) otherwise, as designated by the Collateral Manager on the related Payment Date Report, to, or as directed by, the Borrower.
(ii) On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Principal Proceeds on deposit in the Principal Collection Account to the extent received on or before the related Determination Date will be applied in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (F) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(B) during the Amortization Period, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full; provided that if the amount on deposit in the Unfunded Reserve Account equals or exceeds the amount of outstanding Advances, the Borrower (or the Collateral Manager on its behalf) may elect to withdraw such amounts from the Unfunded Reserve Account and repay the Advances pursuant to this clause (B);
(C) to the payment of unpaid amounts under clauses (G) and (H) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(D) during the Reinvestment Period, at the discretion of the Collateral Manager, all remaining amounts shall be allocated to any one or more of the following payments: (1) to the Principal Collection Account for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral Loans or (2) for deposit into the Unfunded Reserve Account; and
(E) during the Amortization Period, to, or as directed by, the Borrower.
(iii) On each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result from the application of Collections pursuant to the preceding clauses (i) or (ii), all Collections on deposit in the Collection Account, to the extent received on or before the related Determination Date will be applied in the following order of priority:
(A) (1) first, to pay all out-of-pocket costs and expenses of the Collateral Agent, Collateral Administrator, Securities Intermediary and the Custodian incurred in connection with any sale of Collateral or exercise of other remedial rights pursuant to Section 7.03; and (2) second, to pay other Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (2) shall not exceed the Administrative Expense Cap for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in Section 6.02, Administrative Expenses paid pursuant to this subclause (A)(2) to the Collateral Administrator, the Collateral Agent, the Securities Intermediary or the Custodian shall be paid without regard to the Administrative Expense Cap;
(B) [reserved];
(C) to each Lender, to pay accrued and unpaid Interest on the Advances, Commitment Fees, and Prepayment Fees due to each such Lender and amounts payable to each such Lender under Section 2.10;
(D) to pay the principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full;
(E) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(F) to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant the Administrative Agent Fee Letter and any other Facility Documents;
(G) to the Lenders (or related indemnified parties) to pay any fees, expenses, indemnities and other amounts payable by the Borrower under any Facility Document;
(H) to the Collateral Manager payment or application of amounts referred to pay any Senior Collateral Management Fee in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(I) to the payment of amounts referred to in clause (B) above, to the extent not paid in full pursuant to such clause;
(J) to pay all other Obligations then due and owing (other than Advances Outstanding), including accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.09 and 12.03; and
(K) to, or as directed by, the Borrower.
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, the Collateral Agent, based solely upon the Monthly Report, shall disburse amounts from the Payment Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date;
(B) to the Collateral Manager to pay the Senior Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Senior Collateral Management Fee pursuant to this Agreement;
(C) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(D) the Equityholder as a Permitted RIC Distribution as directed by the Collateral ManagerDistribution;
(E) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an aggregate amount required to cure any Borrowing Base Deficiency;
(F) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an amount equal to USActive 55502425.1255502425.13 any outstanding Mandatory Amortization Amount on such applicable Payment Date;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(H) to the Collateral Manager to pay (1) any Senior Collateral Management Fee not paid pursuant to clause (B) aboveabove and (2) the Subordinated Collateral Management Fee, plus any Subordinated Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Subordinated Collateral Management Fee pursuant to this Agreement;
(I) (1) first, to any applicable Persons, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, to any applicable Persons, to pay all other Obligations then due and owing (other than Advances Outstanding); and
(J) (1) if a Default has occurred and is continuing, or would result therefrom, to remain in the Interest Collection Account or (2) otherwise, to be allocated at the discretion of the Collateral Manager (as set forth in the Monthly Report) to any one or more of the following payments: (1) to prepay the Advances, (2) during the Reinvestment Period, to the Principal Collection Account as Principal Proceeds for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral Loans, or (3) so long as no Default or Event of Default has occurred and is continuing, to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(ii) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Principal Proceeds on deposit in the Principal Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Loan that the Borrower has committed to purchase and with respect to which the trade date has occurred) to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (H) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(B) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances until the Advances are paid in full; provided that if the amount on deposit in the Unfunded Reserve Account equals or exceeds the amount of outstanding Advances, the Borrower (or the Collateral Manager on its behalf) may elect to withdraw such amounts from the Unfunded Reserve Account and repay the Advances pursuant to this clause (B); USActive 55502425.1255502425.13
(C) to the payment of unpaid amounts under clause (I) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder; and
(D) during the Reinvestment Period, (1) if a Default has occurred and is continuing, or would result therefrom, to remain in the Principal Collection Account or (2) otherwise at the discretion of the Collateral Manager, all remaining amounts shall be allocated to any one or more of the following payments: (1) to the Principal Collection Account for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral Loans, (2) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount or (3) during the Amortization Period, to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(iii) One Business Day before each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result from the application of Collections pursuant to the preceding clause (i) or (ii), all Collections on deposit in the Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Loan that the Borrower has committed to purchase and with respect to which the trade date has occurred), to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date;
(B) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(C) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances until the Advances are paid in full;
(D) to the Equityholder as a Permitted RIC Distribution;
(E) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(F) to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(G) to the Collateral Manager to pay the Collateral Management Fee, plus any Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver, deferral or insufficient funds, USActive 55502425.1255502425.13 except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Collateral Management Fee pursuant to this Agreement;
(1) first, to the applicable Person, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, to the applicable Person, to pay all other Obligations then due and owing; and
(I) to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required by the Monthly Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, the Collateral Agent, based solely upon the Monthly Payment Date Report, shall disburse amounts from the Payment Collection Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A1) pro rata to each applicable Personfirst, to pay all out-of-pocket costs and expenses of the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Custodian incurred in connection with any sale of Collateral or exercise of other remedial rights pursuant to Section 7.03; (2) second, to pay other Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A2) shall not exceed the Administrative Expense Cap for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in Section 6.02, Administrative Expenses paid pursuant to this subclause (A)(2) to the Collateral Administrator, the Collateral Agent, the Securities Intermediary or the Custodian shall be paid without regard to the Administrative Expense Cap;
(B) to the Collateral Manager to pay the Senior Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Senior Collateral Management Fee pursuant to this Agreement;
(C) to each Lender, to pay accrued and unpaid Interest on the Advances, Commitment Fees, and Prepayment Fees, if any, due to each such Lender and amounts payable to each such Lender under Section 2.10;
(D) to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) in an amount required to cure any Borrowing Base Deficiency or to cure any failure of the Equity Coverage Test or the Minimum Equity Test;
(E) during the Amortization Period, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) in an amount equal to the Mandatory Amortization Amount for such Payment Date;
(F) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(G) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to the Lenders (or related indemnified parties) to pay any fees, expenses, indemnities and other amounts payable by the Borrower under any Facility Document;
(1) first, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause; and (2) second, to pay all other Obligations then due and owing (other than Advances Outstanding), including accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.09 and 12.03;
(I) to the Equityholder to make Permitted Tax Distributions; and
(J) to be allocated at the discretion of the Collateral Manager (as set forth in the Payment Date Report) to any one or more of the following payments: (1) to prepay the Advances or (2) to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(ii) On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Principal Proceeds on deposit in the Collection Account to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be applied in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (F) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(B) during the Amortization Period, to pay principal of the Advances of each Lender (pro rata, based on such each Lender’s Percentage) until the Advances are paid in full; provided that if the amount on deposit in the Unfunded Reserve Account equals or exceeds the amount of outstanding Advances, the Borrower (or the Collateral Manager on its behalf) may elect to withdraw such amounts from the Unfunded Reserve Account and repay the Advances pursuant to this clause (B);
(C) to the payment of unpaid amounts under clauses (G) and (H) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(D) during the Reinvestment Period, at the discretion of the Collateral Manager, all remaining amounts shall be allocated to any one or more of the following payments: (1) to the Collection Account for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral Loans or (2) for deposit into the Unfunded Reserve Account; and
(E) during the Amortization Period, to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(iii) On each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result from the application of Collections pursuant to the preceding clauses (i) or (ii), all Collections on deposit in the Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be applied in the following order of priority:
(A) (1) first, to pay all out-of-pocket costs and expenses of the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Custodian incurred in connection with any sale of Collateral or exercise of other remedial rights pursuant to Section 7.03; and (2) second, to pay other Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (2) shall not exceed the Administrative Expense Cap for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in Section 6.02, Administrative Expenses paid pursuant to this subclause (A)(2) to the Collateral Administrator, the Collateral Agent, the Securities Intermediary or the Custodian shall be paid without regard to the Administrative Expense Cap;
(B) to the Collateral Manager to pay the Collateral Management Fee, plus any Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds;
(C) to each Lender, to pay accrued and unpaid Interest on the Advances, Commitment Fees Fees, and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts Fees due to each such Lender and amounts payable to each such Lender under the Facility DocumentsSection 2.10;
(D) to pay the Equityholder as a Permitted RIC Distribution as directed by principal of the Collateral ManagerAdvances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full;
(E) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an aggregate amount required to cure any Borrowing Base Deficiency;
(F) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an amount equal to any outstanding Mandatory Amortization Amount on such applicable Payment Date;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(F) to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant the Administrative Agent Fee Letter and any other Facility Documents;
(G) to the Lenders (or related indemnified parties) to pay any fees, expenses, indemnities and other amounts payable by the Borrower under any Facility Document;
(H) to the Collateral Manager payment or application of amounts referred to pay any Senior Collateral Management Fee in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(I) to the payment of amounts referred to in clause (B) above, to the extent not paid in full pursuant to such clause;
(J) to pay all other Obligations then due and owing (other than Advances Outstanding), including accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.09 and 12.03; and
(K) to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (CION Investment Corp)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, the Collateral Agent, based solely upon the Monthly Payment Date Report, shall disburse amounts from the Payment Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) pro rata to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date;; USActive 59109857.15
(B) to the Collateral Manager to pay the Senior Collateral Management Fee, plus any Senior Collateral Management Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver waiver, deferral or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Senior Collateral Management Fee pursuant to this AgreementAgreement or such Collateral Management Fee is waived by the Collateral Manager pursuant to Section 14.05;
(C) (1) first, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Undrawn Fees and Prepayment Fees, if any, and amounts due to each such Lender under Section 2.10; (2) second, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents; and (3) third, pro rata, to each Lender to pay any other fees, expenses, indemnities and other amounts payable to such Lender under the Facility Documents;
(D) pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an aggregate amount required to cure any Borrowing Base Deficiency;
(E) during the Amortization Period, pro rata to each Lender (based on such Lender’s Percentage) to pay principal of the Advances in an amount equal to any outstanding Mandatory Amortization Amount if such Payment Date is a Mandatory Amortization Date;
(F) to any applicable Persons, to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(G) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(H) to any applicable Persons, to pay all other Obligations then due and owing (other than Advances Outstanding);
(I) to the Borrower or its designee to make any BDC Tax Distribution in an amount not to exceed during any calendar year (together with clause (D)(x) under clause (ii) below) $1,000,000;
(J) during the Reinvestment Period, at the discretion of the Collateral Manager (with written notice delivered to the Agents on or prior to the related Determination Date), all remaining amounts shall be allocated to any one or more of the following payments: (1) to the Principal Collection Account for the purchase of additional Collateral Assets and the funding of Delayed Drawdown Collateral Assets and Revolving Collateral Assets, (2) to prepay Advances, (3) for -132- USActive 59109857.15 deposit into the Unfunded Reserve Account or (4) to the Borrower or its designee, which amounts may be distributed to the Equityholder;
(K) to the Borrower or its designee to make any BDC Tax Distribution to pay amounts not otherwise paid above in clause (I); and
(L) during the Amortization Period, at the discretion of the Collateral Manager (with written notice delivered to the Agents on or prior to the related Determination Date), all remaining amounts shall be allocated to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(ii) One Business Day before each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Principal Proceeds on deposit in the Principal Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Asset that the Borrower has committed to purchase and with respect to which the trade date has occurred) to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (H) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(B) during the Amortization Period, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full;
(C) to the payment of unpaid amounts under clauses (F) through (H) under clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(D) (x) first, to the Borrower or its designee to make any BDC Tax Distribution in an amount not to exceed during any calendar year (together with clause (I) under clause (i) above) $1,000,000 and (y) second, during the Reinvestment Period, if a Default has occurred and is continuing, or would result therefrom (or an Event of Default would result therefrom), (1) to remain in the Principal Collection Account for the purchase of additional Collateral Assets and the funding of Delayed Drawdown Collateral Assets and Revolving Collateral Assets, or (2) otherwise at the discretion of the Collateral Manager, all remaining amounts shall be allocated to any one or more of the following payments: (1) to the Principal Collection Account, (2) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount, (3) to prepay Advances or (4) if no Default or Event of Default has occurred and is continuing or would result and if each Collateral Quality Test USActive 59109857.15 is satisfied, to the Borrower or its designee, which amounts may be distributed to the Equityholder;
(E) to the payment of unpaid amounts under clause (K) under clause (i) above, to the extent not paid in full thereunder; and
(F) during the Amortization Period, at the discretion of the Collateral Manager (with written notice delivered to the Agents on or prior to the related Payment Date), all remaining amounts shall be allocated to any one or more of the following payments: (1) to prepay Advances or (2) to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(iii) One Business Day before each Payment Date after the occurrence and during the continuance of an Event of Default, or if an Event of Default would result from the application of Collections pursuant to the preceding clause (i) or (ii), all Collections on deposit in the Collection Account (excluding any amounts necessary to fund the acquisition of any Collateral Asset that the Borrower has committed to purchase and with respect to which the trade date has occurred), to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A) to each applicable Person, to pay Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A) shall not exceed the Administrative Expense Cap for such Payment Date; provided, further, that upon any commencement of the exercise of remedies described in Section 6.02, Administrative Expenses paid pursuant to this clause (A) to the Collateral Administrator, the Collateral Agent, the Securities Intermediary or the Document Custodian shall be paid without regard to the Administrative Expense Cap;
(B) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Undrawn Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts due to each such Lender under the Facility Documents;
(D) the Equityholder as a Permitted RIC Distribution as directed by the Collateral Manager;
(EC) pro rata to each Lender (based on such LenderXxxxxx’s Percentage) to pay principal of the Advances until the Advances are paid in an aggregate amount required to cure any Borrowing Base Deficiencyfull;
(F) during the Amortization Period, pro rata to each Lender (based on such Lender’s PercentageD) to pay principal of the Advances in an amount equal Borrower or its designee to make any outstanding Mandatory Amortization Amount on such applicable Payment Date;BDC Tax Distribution; USActive 59109857.15
(GE) for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount;
(HF) to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(G) to the Collateral Manager to pay the Collateral Management Fee, plus any Senior Collateral Management Fee not paid that remains due and unpaid in respect of any prior Payment Dates as a result of waiver, deferral or insufficient funds, except, in each case, to the extent that the Collateral Manager elects to waive or defer such current or previously due Collateral Management Fee pursuant to clause (B) abovethis Agreement;
Appears in 1 contract
Samples: Credit and Security Agreement (LGAM Private Credit LLC)
Disbursements of Funds from Collection Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, on each Payment Date, the Collateral Agent, based solely upon the Monthly Report, Agent shall disburse amounts from the Payment Collection Account pursuant to Section 8.02 in accordance with the following priorities (the “Priority of Payments”):
(i) One Business Day before On each Payment Date, so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Account, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account and on each Payment Date will be applied from the Payment Account in the following order of priority:
(A1) pro rata to each applicable Personfirst, to pay all out-of-pocket costs and expenses of the Collateral Agent, Custodian and Collateral Administrator incurred in connection with any sale of Collateral or exercise of other remedial rights pursuant to Section 7.03; and (2) second, to pay other Administrative Expenses in accordance with the priorities specified in the definition thereof; provided that the amount in this clause (A2) shall not exceed the Administrative Expense Cap for such Payment Date;
(B) (1) so long as no Default, Event of Default or Servicing Default has occurred and is continuing or would reasonably be expected to result therefrom, to the Collateral Manager Servicer to pay the Senior Collateral Management Servicing Fee, plus any Senior Collateral Management Servicing Fee that remains due and unpaid in respect of any prior Payment Dates as a result of waiver or insufficient funds, except, in each case, to the extent that the Collateral Manager Servicer elects to waive or defer such current or previously due Senior Collateral Management Servicing Fee pursuant to this AgreementAgreement and (2) after the occurrence and during the continuance of a Default, an Event of Default or a Servicing Default or if such event would reasonably be expected to result therefrom, at the election of the Administrative Agent in its sole discretion, any amounts described in the foregoing clause (B)(1) shall be payable pursuant to clause (K) below;
(C) (1) first, to the Administrative Agent, to pay any fees, expenses, indemnities and other amounts payable to the Administrative Agent pursuant to the Administrative Agent Fee Letter and any other Facility Documents and (2) second, pro rata to each Lender (based on such Lender’s Percentage), to pay accrued and unpaid Interest on the Advances, Commitment Fees and Prepayment Fees, if any, and other fees, expenses, indemnities and amounts Fees due to each such Lender and amounts payable to each such Lender under Section 2.10;
(D) to the Administrative Agent, to pay any amounts and indemnities payable to the Administrative Agent pursuant to the Facility Documents;
(DE) to the Equityholder as a Permitted RIC Distribution as directed Lenders (or related indemnified parties) to pay any fees, expenses and other amounts payable by the Collateral ManagerBorrower under any Facility Document;
(E1) pro rata during the Reinvestment Period, to pay the principal of the Advances of each Lender (pro rata, based on such each Lender’s Percentage) in an amount required to cure any Coverage Test Failure; and (2) after the occurrence and during the continuance of an Event of Default, to pay the principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full;
(G) during the Amortization Period, to pay principal of the Advances in an aggregate amount required to cure any Borrowing Base Deficiency;
(F) during the Amortization Period, pro rata to of each Lender (pro rata, based on such each Lender’s Percentage) to pay principal of the Advances in an amount equal to any outstanding the Mandatory Amortization Amount on for such applicable Payment Date;
(GH) to the payment or application of amounts referred to in clause (A) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause;
(I) for deposit into the Unfunded Reserve Account until the amount amounts on deposit therein equals are equal to the Unfunded Reserve Required Amount;
(HJ) to pay all other Obligations then due and owing (other than Advances Outstanding), including accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.09 and 12.03;
(K) after the Collateral Manager occurrence and during the continuance of a Default, an Event of Default or a Servicing Default to pay any Senior Collateral Management Fee not paid pursuant the payment of amounts referred to in clause (B) above, to the extent not paid in full pursuant to such clause;
(L) during the Reinvestment Period, the remainder to be allocated at the discretion of the Servicer (in written notice to the Agents delivered on or prior to the related Determination Date) to any one or more of the following payments: (1) to the Principal Collection Account for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral Loans, (2) to prepay the Advances, (3) for deposit into the Unfunded Reserve Account or (4) to the Borrower or its designee, which amounts may be distributed to the Equityholder; and
(M) during the Amortization Period, to be allocated at the discretion of the Servicer (in written notice to the Agents delivered on or prior to the related Determination Date) to any one or more of the following payments: (1) to prepay the Advances or (2) so long as no Default or Event of Default has occurred and is continuing, to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(ii) On each Payment Date, except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, Principal Proceeds on deposit in the Principal Collection Account to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be applied in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (G) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(B) during the Reinvestment Period, at the discretion of the Servicer, all remaining amounts shall be allocated to any one or more of the following payments: (1) to the Principal Collection Account for the purchase of additional Collateral Loans and the funding of Delayed Drawdown Collateral Loans and Revolving Collateral Loans or (2) for deposit into the Unfunded Reserve Account; and
(C) during the Amortization Period, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full; provided that if the amount on deposit in the Unfunded Reserve Account equals or exceeds the amount of outstanding Advances, the Borrower (or the Servicer on its behalf) may elect to withdraw such amounts from the Unfunded Reserve Account and repay the Advances pursuant to this clause (C);
(D) to the payment of unpaid amounts under clauses (H) through (K) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder; and
(E) so long as no Default or Event of Default has occurred and is continuing, to the Borrower or its designee, which amounts may be distributed to the Equityholder.
(b) If on any Payment Date the amount available in the Collection Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.
(c) To the extent that the Borrower would be permitted to do so directly in accordance with and subject to the terms of this Agreement, the Equityholder may make an equity contribution to a Permitted Subsidiary and such amounts shall not be subject to the Priority of Payments; provided that no such contributions shall be from proceeds of Advances.
Appears in 1 contract
Samples: Credit and Security Agreement (Bain Capital Specialty Finance, Inc.)
