Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii). (i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority: (A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption); (B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager; (C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F Notes (in each case, including any defaulted interest);
Appears in 2 contracts
Samples: Supplemental Indenture (Blue Owl Capital Corp), Indenture and Security Agreement (Owl Rock Capital Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F A Notes (in each case, including any defaulted interest);
Appears in 2 contracts
Samples: Supplemental Indenture (Blue Owl Capital Corp), Indenture and Security Agreement (Owl Rock Capital Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision hereinin this Agreement, but subject to the other sub-Sections subsections of this Section 11.1 and to Section 13.19.01, on each Payment Date, the Trustee Collateral Agent shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 8.02 in accordance with the Payment Date Report and the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).):
(i) On each Payment Date, unless Date prior to the occurrence and continuance of an Enforcement Event has occurred and is continuingof Default, Interest Proceeds on deposit in the Interest Collection AccountSubaccount, to the extent received on or before the related Determination Date (or or, if such Determination Date is not a Business Day, the next succeeding Business Day) and that are will be transferred into the Payment Account, to be applied in the following order of priority:
(A) (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, and (2) second, to pay Administrative Expenses (in the order of priority set forth in the definition thereof); provided that the amounts in this clause (2) shall not exceed the Administrative Expense Cap;
(B) to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11;
(C) to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents; provided that the amounts payable in this clause (C) and clause (A)(2) above shall not exceed the Administrative Expense Cap;
(D) if the Coverage Tests are not satisfied as of the relevant Determination Date, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Coverage Tests are satisfied (on a pro forma basis as at such Determination Date);
(E) after the Reinvestment Period, to pay principal of the Advances of each Lender in an amount equal to the Principal Deficit Amount, if any (pro rata based on each Lender’s Percentage);
(F) to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties;
(G) (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 the payment or application of amounts referred to in clause (C) above to the extent not paid in full pursuant to such clause;
(H) to the Borrower, to make any BDC Tax Distributions; and
(I) unless a Default has occurred and is continuing, any remaining amount shall be released to the Borrower or its designee.
(ii) On each Payment Date prior to the occurrence and continuance of an Event of Default, 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 Subaccount 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 to be applied in the following order of priority:
(A) to the payment of unpaid amounts under clauses (A) through (D) 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 Subaccount for the purchase of additional Collateral Loans, or (2) to prepay the Advances (pro rata, based on each Lender’s Percentage) until the Advances are paid in full;
(C) after the Reinvestment Period, to pay the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full;
(D) to the payment of amounts referred to in clauses (F) and (G) of clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder;
(E) to the Borrower, to make any BDC Tax Distributions; and
(F) unless a Default has occurred and is continuing, any remaining amount shall be released to the Borrower or its designee.
(iii) On each Payment Date following the occurrence and continuance of an Event of Default, all Interest Proceeds in the Interest Collection Subaccount and all Principal Proceeds in the Principal Collection Subaccount, 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, in each case, 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 to be applied in the following order of priority:
(A) (1) first, taxes to pay all out-of-pocket costs and governmental fees owing by expenses of the Issuers, if Collateral Agent incurred in connection with any and sale of Collateral or exercise of other remedial rights pursuant to Section 7.03 (including the appointment of a Replacement Servicer); (2) second, the accrued to pay Administrative Expenses as provided in Section 9.01(a)(i)(A) and unpaid Administrative Expenses, in the priority stated in the definition thereof, up without regard to the Administrative Expense Cap and (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption)3) third, to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents;
(B) to the payment each Lender, pro rata, based on amounts owed, to the Collateral Manager of the pay accrued and unpaid Base Management Fee that has not been waived by Interest on the Collateral ManagerAdvances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11;
(C) to pay the principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full;
(D) to pay, on a pro rata based on the amounts duebasis, to the payment of accrued and unpaid interest amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties; and
(E) any remaining amount shall be released to the Borrower or its designee.
(b) If on any Payment Date the Class A-1L Notes amount available in the Payment 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 Class A-1F Notes (in each case, including any defaulted interest);priority set forth under Section 9.01(a) to the extent funds are available therefor.
Appears in 2 contracts
Samples: First Omnibus Amendment (Pennantpark Investment Corp), Revolving Credit and Security Agreement (Pennantpark Investment Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the IssuersIssuer, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F A Notes (in each case, including any defaulted interest);
Appears in 2 contracts
Samples: Indenture and Security Agreement (Blue Owl Credit Income Corp.), Indenture and Security Agreement (Blue Owl Capital Corp II)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes Taxes and governmental fees owing by the IssuersIssuer, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F A Notes (in each case, including any defaulted interest);
Appears in 2 contracts
Samples: Indenture (Blue Owl Credit Income Corp.), Indenture (Owl Rock Capital Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Collateral Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L A Notes, the Class A-F Notes and the Class A-1F Notes A Loans (in each case, including any defaulted interest);
(D) to the payment of accrued and unpaid interest on the Class B Notes (including any defaulted interest);
(E) if either of the Class A/B Coverage Tests is not satisfied on the related Determination Date (except, in the case of the Class A/B Interest Coverage Test, if such Determination Date is prior to the Interest Coverage Test Effective Date), to make payments in accordance with the Debt Payment Sequence to the extent necessary to cause all Class A/B Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (E);
(F) if, with respect to any Payment Date following the Effective Date, S&P has not yet confirmed satisfaction of the S&P Rating Condition pursuant to Section 7.18(e), and the Effective Date S&P Conditions are not satisfied, to one or both of the following alternatives, as directed by the Collateral Manager: (i) for application in accordance with the Debt Payment Sequence on such Payment Date or (ii) as Principal Proceeds and transferred to the Collection Account to invest in Eligible Investments (pending the purchase of additional Collateral Obligations) and/or to the purchase of additional Collateral Obligations, in an amount sufficient to satisfy the S&P Rating Condition;
(G) to the payment of (1) first, (in the same manner and order of priority stated therein) any Administrative Expenses not paid pursuant to clause (A)(2) above due to the limitation contained therein and (2) second, any expenses related to a Re-Pricing to the extent not paid on the effective date of such Re-Pricing;
(H) to the payment to the Collateral Manager of any accrued and unpaid Subordinated Management Fee that has not been waived by the Collateral Manager, except to the extent that the Collateral Manager elects to treat such current Subordinated Management Fee as Deferred Subordinated Management Fees, plus any unpaid Deferred Subordinated Management Fee (including any accrued and unpaid interest thereon) that has been deferred with respect to prior Payment Dates which the Collateral Manager has not waived and elects to have paid on such Payment Date; and
(I) any remaining Interest Proceeds (i) first to be deposited in the Collection Account to the extent the Collateral Manager elects, in its sole discretion, to designate such amounts as Interest Proceeds or Principal Proceeds and (ii) second, to be paid to the Fiscal Agent for payment to the holders of the Subordinated Securities in accordance with the Fiscal Agency Agreement.
(ii) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Principal Proceeds on deposit in the Collection Account that are 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 transferred to the Payment Account (which will not include (i) amounts required to meet funding requirements with respect to Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations that are deposited in the Revolver Funding Account or (ii) Principal Proceeds which the Issuer has entered into any commitment to reinvest in Collateral Obligations) shall be applied in the following order of priority:
(A) to pay the amounts referred to in clauses (A) through (D) of Section 11.1(a)(i) (and in the same manner and order of priority stated therein), but only to the extent not paid in full thereunder;
(B) to pay the amounts referred to in clause (E) of Section 11.1(a)(i), but only to the extent not paid in full thereunder and to the extent necessary to cause the Class A/B Coverage Tests that are applicable on such Payment Date to be met as of the related Determination Date on a pro forma basis after giving effect to any payments made through this clause (B);
(C) with respect to any Payment Date following the Effective Date, if after the application of Interest Proceeds as provided in clause (F) under Section 11.1(a)(i) S&P has not yet confirmed satisfaction of the S&P Rating Condition pursuant to Section 7.18(e) , and the Effective Date S&P Conditions are not satisfied, to one or both of the following alternatives, as directed by the Collateral Manager: (i) for application in accordance with the Debt Payment Sequence on such Payment Date or (ii) as Principal Proceeds and transferred to the Collection Account to invest in Eligible Investments (pending the purchase of additional Collateral Obligations) and/or to the purchase of additional Collateral Obligations, in an amount sufficient to satisfy the S&P Rating Condition;
(D) if such Payment Date is a Redemption Date, to make payments in accordance with the Debt Payment Sequence;
(E) if such Payment Date is a Special Redemption Date occurring in connection with a Special Redemption described in clause (G) of Section 11.1(a)(i) to make payments in the amount of the Special Redemption Amount at the election of the Collateral Manager, in accordance with the Debt Payment Sequence;
(F) during the Reinvestment Period, to the Collection Account as Principal Proceeds to invest in Eligible Investments (pending the purchase of additional Collateral Obligations) and/or to the purchase of additional Collateral Obligations;
(G) after the Reinvestment Period, to make payments in accordance with the Debt Payment Sequence;
(H) after the Reinvestment Period, to pay the amounts referred to in clause (G) of Section 11.1(a)(i) only to the extent not already paid (in the same manner and order of priority stated therein);
(I) after the Reinvestment Period, to pay the amounts referred to in clause (H) of Section 11.1(a)(i) only to the extent not already paid (in the same manner and order of priority stated therein); and
(J) any remaining Principal Proceeds to be paid to the Fiscal Agent for payment to the holders of the Subordinated Securities in accordance with the Fiscal Agency Agreement.
(iii) On the Stated Maturity of the Secured Debt, the Collateral Trustee shall pay the net proceeds from the liquidation of the Assets and all available Cash, but only after the payment of (or establishment of a reserve for) all Administrative Expenses (in the same manner and order of priority stated in the definition thereof), Collateral Management Fee, and interest and principal on the Secured Debt, to the Holders of the Subordinated Securities in final payment of such Subordinated Securities (such payments to be made in accordance with the priority set forth in Section 11.1(a)(iii)).
(iv) Notwithstanding the provisions of the foregoing Sections 11.1(a)(i) and 11.1(a)(ii) (other than the last paragraph thereof), on the Stated Maturity of the Secured Debt, or if the maturity of the Secured Debt has been accelerated following an Event of Default and has not been rescinded in accordance with the terms herein (an “Enforcement Event”), pursuant to Section 5.7, distributions and proceeds in respect of the Assets will be applied at the date or dates fixed by the Collateral Trustee in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any, and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap;
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A Notes, the Class A-F Notes and the Class A Loans (in each case, including any defaulted interest);
(D) pro rata based on the amounts due, to the payment of principal of the Class A Notes, until the Class A Notes have been paid in full, the Class A-F Notes, until the Class A-F Notes have been paid in full, and the Class A Loans, until the Class A Loans have been paid in full;
(E) to the payment of accrued and unpaid interest on the Class B Notes (including any defaulted interest);
(F) to the payment of principal of the Class B Notes, until the Class B Notes have been paid in full;
(G) to the payment of (in the same manner and order of priority stated therein) any Administrative Expenses not paid pursuant to clause (A)(2) above due to the limitation contained therein;
(H) to the payment to the Collateral Manager of any accrued and unpaid Subordinated Management Fee that has not been waived by the Collateral Manager, except to the extent that the Collateral Manager elects to treat such current Subordinated Management Fee as Deferred Subordinated Management Fees, plus any unpaid Deferred Subordinated Management Fee (including any accrued interest thereon) that has been deferred with respect to prior Payment Dates which the Collateral Manager elects to have paid on such Payment Date;
(I) to the payment of any obligations of the Issuers or to establish any reserves determined by the Issuer or the Collateral Manager to be necessary or desirable; and
(J) to pay the balance to the Fiscal Agent for payment to the holders of the Subordinated Securities in accordance with the Fiscal Agency Agreement. If any declaration of acceleration has been rescinded in accordance with the provisions herein, proceeds in respect of the Assets will be applied in accordance with Section 11.1(a)(i) or (ii), as applicable.
(b) If on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required by the Distribution Report, the Collateral Trustee shall make the disbursements called for in the order and according to the priority set forth under Section 11.1(a) above, subject to Section 13.1, to the extent funds are available therefor.
(c) In connection with the application of funds to pay Administrative Expenses of the Issuer in accordance with Section 11.1(a)(i), Section 11.1(a)(ii) and Section 11.1(a)(iii), the Collateral Trustee shall remit such funds, to the extent available (and subject to the order of priority set forth in the definition of “Administrative Expenses”), as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses in such amounts and to such entities as indicated in the Distribution Report in respect of such Payment Date) delivered to the Collateral Trustee no later than the Business Day prior to each Payment Date.
(d) The Collateral Manager may, in its sole discretion, elect to waive payment of any or all of any Collateral Management Fee otherwise due on any Payment Date by notice to the Issuer, the Loan Agent, the Collateral Administrator and the Collateral Trustee no later than the Business Day immediately prior to such Payment Date in accordance with the terms of Section 8(a) of the Collateral Management Agreement. Any such Collateral Management Fee, once waived, shall not thereafter become due and payable and any claim of the Collateral Manager therein shall be extinguished.
Appears in 1 contract
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes Taxes and governmental fees owing by the IssuersIssuer, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F A-1 Notes (in each case, including any defaulted interest);
Appears in 1 contract
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections sub‑Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “"Priority of Payments”"); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F A-1 Notes (in each case, including any defaulted interest);
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Collateral Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the IssuersIssuer, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of of, pro rata (based upon amounts due) and pari passu, (w) accrued and unpaid interest on the Class A-1L Notes and the Class A-1F A-1 Notes (in each case, including any defaulted interest), (x) accrued and unpaid interest on the Class A-2 Notes (including any defaulted interest), (y) accrued and unpaid interest on the Class A-L1 Loans (including any defaulted interest), and (z) accrued and unpaid interest on the Class A-L2 Loans (including any defaulted interest), until such amounts have been paid in full;
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision hereinin this Indenture, but subject to the other sub-Sections subsections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless (x) such Payment Date is the Stated Maturity or (y) an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes Taxes, governmental fees and governmental any registered office fees owing by the Issuers, if any Issuer and the Co-Issuer and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption redemption pursuant to Section 9.2 or Tax Redemption9.3);
(B) unless waived by the Collateral Manager in accordance with the Collateral Management Agreement, to the payment of any accrued and unpaid Senior Collateral Management Fee due and payable to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manageron such Payment Date;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L A-1 Notes (including, without limitation, past due interest, if any);
(D) to the payment (pro rata based on the amounts payable under clauses (1) and, (2) and (3) below) of (1) accrued and unpaid interest on the Class A-1F A-2A1L Loans (including, without limitation, past due interest, if any), (2) accrued and unpaid interest on the Class A-1-R Notes (in each caseincluding, including any defaulted without limitation, past due interest, if any) and (23 ) accrued and unpaid interest on the Class A-2B1F Notes (including, without limitation, past due interest, if any);
Appears in 1 contract
Samples: Supplemental Indenture (AB Private Credit Investors Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment AccountAccount as set forth in Article X, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F A-1-R Notes (in each case, including any defaulted interest);
Appears in 1 contract
Samples: Second Supplemental Indenture (Blue Owl Capital Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Collateral Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the IssuersIssuer, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) to the payment of, pro rata (based upon amounts due) and pari passu, (x) accrued and unpaid interest on the amounts dueClass A-1A Notes (including any defaulted interest) and, if such date is a Redemption Date for the Optional Redemption of the Class A-1A Notes, the Make-Whole Amount, if any, (y) accrued and unpaid interest on the Class A-1B Notes (including any defaulted interest) and, if such date is a Redemption Date for the Optional Redemption of the Class A-1B Notes, the Make-Whole Amount, if any, and (z) accrued and unpaid interest on the Class A-1L Loans (including any defaulted interest) and, if such date is a Redemption Date for the Optional Redemption of the Class A-1L Loans, the Make-Whole Amount, if any;
(D) to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F A-2 Notes (in each case, including any defaulted interest);
(E) to the payment of accrued and unpaid interest on the Class B Notes (including any defaulted interest);
(F) if either of the Class A/B Coverage Tests is not satisfied on the related Determination Date (except, in the case of the Class A/B Interest Coverage Test, if such Determination Date is prior to the Interest Coverage Test Effective Date), to make payments in accordance with the Debt Payment Sequence to the extent necessary to cause all Class A/B Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (F);
(G) if, with respect to any Payment Date following the Effective Date, S&P has not yet confirmed satisfaction of the S&P Rating Condition pursuant to Section 7.18(e), and the Effective Date S&P Conditions are not satisfied, to one or both of the following alternatives, as directed by the Collateral Manager: (i) for application in accordance with the Debt Payment Sequence on such Payment Date or (ii) as Principal Proceeds and transferred to the Collection Account to invest in Eligible Investments (pending the purchase of additional Collateral Obligations) and/or to the purchase of additional Collateral Obligations (provided that such payment would not, in the reasonable determination of the Collateral Manager, cause an EU/UK Retention Deficiency), in an amount sufficient to satisfy the S&P Rating Condition;
(H) to the payment of (1) first, (in the same manner and order of priority stated therein), any Administrative Expenses not paid pursuant to clause (A)(2) above due to the limitation contained therein and (2) second, any expenses related to a Re-Pricing to the extent not paid on the effective date of such Re-Pricing;
(I) to the payment to the Collateral Manager of any accrued and unpaid Subordinated Management Fee that has not been waived by the Collateral Manager; and
(J) any remaining Interest Proceeds (i) first, to be deposited in the Collection Account to the extent the Collateral Manager elects, in its sole discretion, to designate such amounts as Interest Proceeds or Principal Proceeds and (ii) second, to be paid to the Fiscal Agent for payment to the holders of the Preferred Shares.
(ii) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Principal Proceeds on deposit in the Collection Account that are 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 transferred to the Payment Account (which will not include (i) amounts required to meet funding requirements with respect to Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations that are deposited in the Revolver Funding Account or (ii) Principal Proceeds which the Issuer has entered into any commitment to reinvest in Collateral Obligations) shall be applied in the following order of priority:
(A) to pay the amounts referred to in clauses (A) through (E) of Section 11.1(a)(i) (and in the same manner and order of priority stated therein), but only to the extent not paid in full thereunder;
(B) to pay the amounts referred to in clause (F) of Section 11.1(a)(i), but only to the extent not paid in full thereunder and to the extent necessary to cause the Class A/B Coverage Tests that are applicable on such Payment Date to be met as of the related Determination Date on a pro forma basis after giving effect to any payments made through this clause (B);
(C) with respect to any Payment Date following the Effective Date, if after the application of Interest Proceeds as provided in clause (G) under Section 11.1(a)(i) S&P has not yet confirmed satisfaction of the S&P Rating Condition pursuant to Section 7.18(e), and the Effective Date S&P Conditions are not satisfied, to one or both of the following alternatives, as directed by the Collateral Manager: (i) for application in accordance with the Debt Payment Sequence on such Payment Date or (ii) as Principal Proceeds and transferred to the Collection Account to invest in Eligible Investments (pending the purchase of additional Collateral Obligations) and/or to the purchase of additional Collateral Obligations (provided that such payment would not, in the reasonable determination of the Collateral Manager, cause an EU/UK Retention Deficiency), in an amount sufficient to satisfy the S&P Rating Condition;
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Credit Income Corp.)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections sub‑Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “"Priority of Payments”"); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes Taxes and governmental fees owing by the IssuersIssuer, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee Fee, but only to the extent that has such fees are payable under the Collateral Management Agreement, and if such fees are payable, only to the extent that such fees have not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F A Notes (in each case, including any defaulted interest);
Appears in 1 contract
Samples: Indenture (MSD Investment Corp.)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Collateral Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the IssuersIssuer, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of of, pro-rata (based upon amounts due) and pari passu (x) accrued and unpaid interest on the Class A-1L A-T Notes (including any defaulted interest), (y) accrued and unpaid interest on the Class A-1F A-F Notes (in each caseincluding any defaulted interest), and (z) accrued and unpaid interest on the Class A-L Loans (including any defaulted interest);
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Core Income Corp.)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections sub‑Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F Notes (in each case, including any defaulted interest);
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Collateral Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L A Notes, the Class A-F Notes and the Class A-1F Notes A Loans (in each case, including any defaulted interest);
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L A-L Notes and the Class A-1F A-F Notes (including any defaulted interest);
(D) to the payment of accrued and unpaid interest on the Class B Notes (including any defaulted interest);
(E) if either of the Class A/B Coverage Tests is not satisfied on the related Determination Date (except, in the case of the Class A/B Interest Coverage Test, if such Determination Date is prior to the Interest Coverage Test Effective Date), to make payments in accordance with the Note Payment Sequence to the extent necessary to cause all Class A/B Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (E);
(F) if, with respect to any Payment Date following the Effective Date, S&P has not yet confirmed satisfaction of the S&P Rating Condition pursuant to Section 7.18(e), and the Effective Date S&P Conditions are not satisfied, to one or both of the following alternatives, as directed by the Collateral Manager: (i) for application in accordance with the Note Payment Sequence on such Payment Date or (ii) as Principal Proceeds and transferred to the Collection Account to invest in Eligible Investments (pending the purchase of additional Collateral Obligations) and/or to the purchase of additional Collateral Obligations (provided that such payment would not, in the reasonable determination of the Collateral Manager, cause an EU Retention Deficiency), in an amount sufficient to satisfy the S&P Rating Condition;
(G) to the payment of (1) first (in the same manner and order of priority stated therein), any Administrative Expenses not paid pursuant to clause (A)(2) above due to the limitation contained therein and (2) second, any expenses related to a Re-Pricing to the extent not paid on the effective date of such Re-Pricing;
(H) to the payment to the Collateral Manager of any accrued and unpaid Subordinated Management Fee that has not been waived by the Collateral Manager; and
(I) any remaining Interest Proceeds (i) first to be deposited in the Collection Account to the extent the Collateral Manager elects, in its sole discretion, to designate such amounts as Interest Proceeds or Principal Proceeds and (ii) second, to be paid to the Fiscal Agent for payment to the holders of the Preferred Shares.
(ii) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Principal Proceeds on deposit in the Collection Account that are 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 transferred to the Payment Account (which will not include (i) amounts required to meet funding requirements with respect to Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations that are deposited in the Revolver Funding Account or (ii) Principal Proceeds which the Issuer has entered into any commitment to reinvest in Collateral Obligations) shall be applied in the following order of priority:
(A) to pay the amounts referred to in clauses (A) through (D) of Section 11.1(a)(i) (and in the same manner and order of priority stated therein), but only to the extent not paid in full thereunder;
(B) to pay the amounts referred to in clause (E) of Section 11.1(a)(i), but only to the extent not paid in full thereunder and to the extent necessary to cause the Class A/B Coverage Tests that are applicable on such Payment Date to be met as of the related Determination Date on a pro forma basis after giving effect to any payments made through this clause (B);
(C) with respect to any Payment Date following the Effective Date, if after the application of Interest Proceeds as provided in clause (F) under Section 11.1(a)(i) S&P has not yet confirmed satisfaction of the S&P Rating Condition pursuant to Section 7.18(e), and the Effective Date S&P Conditions are not satisfied, to one or both of the following alternatives, as directed by the Collateral Manager: (i) for application in accordance with the Note Payment Sequence on such Payment Date or (ii) as Principal Proceeds and transferred to the Collection Account to invest in Eligible Investments (pending the purchase of additional Collateral Obligations) and/or to the purchase of additional Collateral Obligations (provided that such payment would not, in the reasonable determination of the Collateral Manager, cause an EU Retention Deficiency), in an amount sufficient to satisfy the S&P Rating Condition;
(D) if such Payment Date is a Redemption Date, to make payments in accordance with the Note Payment Sequence;
(E) if such Payment Date is a Special Redemption Date occurring in connection with a Special Redemption described in clause (i) of the definition thereof to make payments in the amount of the Special Redemption Amount at the election of the Collateral Manager, in accordance with the Note Payment Sequence;
(F) during the Reinvestment Period, to the Collection Account as Principal Proceeds to invest in Eligible Investments (pending the purchase of additional Collateral Obligations) and/or to the purchase of additional Collateral Obligations (provided that such payment would not, in the reasonable determination of the Collateral Manager, cause an EU Retention Deficiency);
(G) after the Reinvestment Period, to make payments in accordance with the Note Payment Sequence;
(H) after the Reinvestment Period, to pay the amounts referred to in clause (G) of Section 11.1(a)(i) only to the extent not already paid (in the same manner and order of priority stated therein);
(I) after the Reinvestment Period, to pay the amounts referred to in clause (H) of Section 11.1(a)(i) only to the extent not already paid (in the same manner and order of priority stated therein); and
(J) any remaining Principal Proceeds to be paid to the Fiscal Agent for payment to the holders of the Preferred Shares.
(iii) On the Stated Maturity of the Notes, the Trustee shall pay the net proceeds from the liquidation of the Assets and all available Cash, but only after the payment of (or establishment of a reserve for) all Administrative Expenses (in the same manner and order of priority stated in the definition thereof), Collateral Management Fees, and interest and principal on the Notes, to the Holders of the Preferred Shares in final payment of such Preferred Shares (such payments to be made in accordance with the priority set forth in Section 11.1(a)(iv)).
(iv) Notwithstanding the provisions of the foregoing Sections 11.1(a)(i) and 11.1(a)(ii) (other than the last paragraph thereof), on the Stated Maturity of the Notes, or if the maturity of the Notes has been accelerated following an Event of Default and has not been rescinded in accordance with the terms herein (an “Enforcement Event”), pursuant to Section 5.7, distributions and proceeds in respect of the Assets will be applied at the date or dates fixed by the Trustee in the following order of priority (the “Special Priority of Payments”):
(A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any, and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap;
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-L Notes and the Class A-F Notes (in each case, including any defaulted interest);
(D) pro rata based on the amounts due, to the payment of principal of (1) the Class A-L Notes, until the Class A-L Notes have been paid in full and (2) the Class A-F Notes, until the Class A-F Notes have been paid in full;
(E) to the payment of accrued and unpaid interest on the Class B Notes (including any defaulted interest);
(F) to the payment of principal of the Class B Notes, until the Class B Notes have been paid in full;
(G) to the payment of (in the same manner and order of priority stated therein) any Administrative Expenses not paid pursuant to clause (A)(2) above due to the limitation contained therein;
(H) to the payment to the Collateral Manager of any accrued and unpaid Subordinated Management Fee that has not been waived by the Collateral Manager;
(I) to the payment of any obligations of the Issuers or to establish any reserves determined by the Issuer or the Collateral Manager to be necessary or desirable; and
(J) to pay the balance to the Fiscal Agent for payment to the holders of the Preferred Shares. If any declaration of acceleration has been rescinded in accordance with the provisions hereof, proceeds in respect of the Assets will be applied in accordance with Section 11.1(a)(i) or (ii), as applicable.
(b) If on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required by the Distribution Report, the Trustee shall make the disbursements called for in the order and according to the priority set forth under Section 11.1(a) above, subject to Section 13.1, to the extent funds are available therefor.
(c) In connection with the application of funds to pay Administrative Expenses of the Issuer in accordance with Section 11.1(a)(i), Section 11.1(a)(ii) and Section 11.1(a)(iii), the Trustee shall remit such funds, to the extent available (and subject to the order of priority set forth in the definition of “Administrative Expenses”), as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses in such amounts and to such entities as indicated in the Distribution Report in respect of such Payment Date) delivered to the Trustee no later than the Business Day prior to each Payment Date.
(d) The Collateral Manager may, in its sole discretion, elect to waive payment of any or all of any Collateral Management Fee otherwise due on any Payment Date by notice to the Issuer, the Collateral Administrator and the Trustee no later than the Business Day immediately prior to such Payment Date in accordance with the terms of Section 8(a) of the Collateral Management Agreement. Any such Collateral Management Fee, once waived, shall not thereafter become due and payable and any claim of the Collateral Manager therein shall be extinguished.
Appears in 1 contract
Samples: Second Supplemental Indenture (Blue Owl Capital Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F A-1 Notes (in each case, including any defaulted interest);
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision hereinin this Indenture, the Obligations or any other Transaction Document, but subject to the other sub-Sections subsections of this Section 11.1 and to Section 13.1, on each Payment Distribution Date, the Trustee shall disburse amounts transferred transferred, if any, from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “"Priority of Payments”Distributions"); provided that, unless an Enforcement Event has occurred and is continuing, except with respect to a Post-Acceleration Distribution Date or the Stated Maturity (x) amounts transferred transferred, if any, from the Interest Collection Subaccount Account shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred transferred, if any, from the Principal Collection Subaccount Account shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuingDistribution Date (other than any Post-Acceleration Distribution Date or the Stated Maturity), Interest 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) and that are transferred into the Payment Account, Account shall be applied in the following order of priority:
(A1) first, to the payment of (1) first, taxes and governmental fees (including registered office fees and annual return fees) owing by the IssuersIssuer or the Co-Issuer, if any any, and (2) second, to the payment of the accrued and unpaid Administrative Expenses, Expenses (in the priority stated order set forth in the definition thereof, up of such term); provided that amounts paid pursuant to this clause (2) and any Administrative Expenses paid from the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption Reserve Account or Tax Redemption);
(B) to from the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F Notes (in each case, including any defaulted interest);Collection Account pursuant to
Appears in 1 contract
Samples: Indenture (Fifth Street Senior Floating Rate Corp.)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the IssuersIssuer, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of of, pro rata (based upon amounts due) and pari passu, (x) accrued and unpaid interest on the Class A-1L A Notes (including any defaulted interest), (y) accrued and unpaid interest on the Class A-1F Notes A-L Loans (in each case, including any defaulted interest);
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp III)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision hereinin this Indenture, but subject to the other sub-Sections subsections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless (x) such Payment Date is the Stated Maturity or (y) an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes Taxes, governmental fees and governmental any registered office fees owing by the Issuers, if any Issuer and the Co-Issuer and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption redemption pursuant to Section 9.2 or Tax Redemption9.3);
(B) unless waived by the Collateral Manager in accordance with the Collateral Management Agreement, to the payment of any accrued and unpaid Senior Collateral Management Fee due and payable to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manageron such Payment Date;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L A-1 Notes (including, without limitation, past due interest, if any);
(D) to the payment (pro rata based on the amounts payable under clauses (1) and (2) below) of (1) accrued and unpaid interest on the Class A-2A Notes (including, without limitation, past due interest, if any) and (2) accrued and unpaid interest on the Class A-2B Notes (including, without limitation, past due interest, if any);
(E) if either of the Class A Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause all Class A Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (E);
(F) to the payment of accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred Interest) on the Class B Notes;
(G) if either of the Class B Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause all Class B Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (G);
(H) to the payment of any Deferred Interest on the Class B Notes;
(I) to the payment of accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred Interest) on the Class C Notes;
(J) if either of the Class C Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause all Class C Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (J);
(K) to the payment of any Deferred Interest on the Class C Notes;
(L) if, with respect to any Payment Date following the Effective Date, a Rating Confirmation Failure has occurred, amounts available for distribution pursuant to this clause (L) shall be used for application in accordance with the Note Payment Sequence on such Payment Date in an amount sufficient to (1) enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to provide a Passing Report (to be determined on a pro forma basis after giving effect to the application of proceeds pursuant to this clause (L)) to the Rating Agency and/or (2) cause S&P to provide written confirmation (which may take the form of a press release or other written communication) of its Initial Ratings of the Secured Notes;
(M) to the payment of (in the same manner and order of priority stated therein) any Administrative Expenses not paid pursuant to clause (A)(2) above due to the limitation contained therein;
(N) unless waived by the Collateral Manager in accordance with the Collateral Management Agreement, to the payment of any accrued and unpaid Subordinated Collateral Management Fee due and payable to the Collateral Manager on such Payment Date;
(O) any remaining Interest Proceeds shall be paid during the Reinvestment Period, at the option of the Collateral Manager, (i) to the Collection Account as Principal Proceeds to invest in Eligible Investments (pending the acquisition of additional Collateral Obligations) and/or to the acquisition of additional Collateral Obligations (provided that such payment would not, in the reasonable determination of the Collateral Manager, cause an EU Retention Deficiency) or (ii) to the Holders of the Subordinated Notes; and
(P) after the Reinvestment Period, any remaining Interest Proceeds shall be paid to the Holders of the Subordinated Notes.
(ii) On each Payment Date, unless (x) such Payment Date is the Stated Maturity or (y) an Enforcement Event has occurred and is continuing, Principal Proceeds on deposit in the Collection Account that are 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 transferred to the Payment Account (which shall not include (i) amounts required to meet funding requirements with respect to Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations that are deposited in the Revolver Funding Account or (ii) during the Reinvestment Period, Principal Proceeds (x) that have previously been reinvested in Collateral Obligations or (y) that the Collateral Manager intends to invest in Collateral Obligations with respect to which there is a committed acquisition during the Interest Accrual Period related to such Payment Date that will settle during a subsequent Interest Accrual Period (including, without limitation, any succeeding Interest Accrual Period which occurs (in whole or in part) following the Reinvestment Period)) shall be applied in the following order of priority; provided that if such Payment Date is a Redemption Date in connection with a redemption in whole of the Secured Notes, such amounts shall be applied by the Trustee on behalf of the Issuer in the order of clauses (A), (J), (M) and (N) of this Section 11.1(a)(ii):
(A) to pay the amounts referred to in clauses (A) through (D) of Section 11.1(a)(i) (and in the same manner and order of priority stated therein), but only to the extent not paid in full thereunder;
(B) if either of the Class A Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause all Class A Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (B);
(C) to the payment of accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred Interest) on the Class B Notes (only to the extent the Class B Notes are the Controlling Class at such time);
(D) if either of the Class B Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause all Class B Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (D);
(E) to the payment of any Deferred Interest on the Class B Notes (only to the extent the Class B Notes are the Controlling Class at such time);
(F) to the payment of accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred Interest) on the Class C Notes (only to the extent the Class C Notes are the Controlling Class at such time);
(G) if either of the Class C Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause all Class C Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (G);
(H) to the payment of any Deferred Interest on the Class C Notes (only to the extent the Class C Notes are the Controlling Class at such time);
(I) with respect to any Payment Date following the Effective Date, if, after the application of Interest Proceeds pursuant to clause (L) of Section 11.1(a)(1), S&P has not yet confirmed its Initial Ratings of the Secured Notes and the Class A-1F Notes Issuer has not provided a Passing Report to the Rating Agency, to make payments in accordance with the Note Payment Sequence on such Payment Date in an amount sufficient to (in each case, including any defaulted interest1) enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to provide a Passing Report (to be determined on a pro forma basis after giving effect to the application of proceeds pursuant to this clause (I)) to the Rating Agency and/or (2) cause S&P to provide written confirmation (which may take the form of a press release or other written communication) of its Initial Ratings of the Secured Notes;
Appears in 1 contract
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections sections of this Section 11.1 and to Section 13.1, on each Payment Date and, if elected by the Collateral Manager, on each Redemption Distribution Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment DateDate other than any Stated Maturity, unless an Enforcement Event has occurred and is continuingcontinuing and, if elected by the Collateral Manager, on each Redemption Distribution Date, Interest 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 Dayand that, the next succeeding Business Day) and that in each case, are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the IssuersIssuer (including any costs of complying with FATCA), if any any, and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the any accrued and unpaid Base Collateral Management Fee that has not been waived by the due on such Payment Date (including any interest accrued on any Collateral ManagerManagement Fee Shortfall Amount);
(C) to the payment of accrued and unpaid interest on the Class A Notes (including, without limitation, defaulted interest, if any, and interest thereon);
(D) (i) prior to the occurrence of a Rapid Amortization Event, if the Class A Borrowing Base Condition is not satisfied, on a pro forma basis, after giving effect to all distributions of Principal Proceeds pursuant to clause (B) of Section 11.1(a)(ii), to the Principal Collection Subaccount for application as Principal Proceeds until the Class A Borrowing Base Condition is satisfied and (ii) from and after the occurrence of a Rapid Amortization Event until the Aggregate Outstanding Amount of the Class A Notes is reduced to zero, on a pro forma basis, after giving effect to all distributions of Principal Proceeds pursuant to clause (B) of Section 11.1(a)(ii), to the Principal Collection Subaccount for application as Principal Proceeds;
(E) to the payment of (1) first, accrued and unpaid interest on the Class B Notes (excluding Deferred Interest, but including interest on Deferred Interest) and (2) second, any Deferred Interest on the Class B Notes;
(F) (i) prior to the occurrence of a Rapid Amortization Event, if the Aggregate Borrowing Base Condition is not satisfied, on a pro forma basis, after giving effect to all distributions of Principal Proceeds pursuant to clause (D) of Section 11.1(a)(ii), to the Principal Collection Subaccount for application as Principal Proceeds until the Aggregate Borrowing Base Condition is satisfied and (ii) from and after the occurrence of a Rapid Amortization Event until the Aggregate Outstanding Amount of the Class B Notes is reduced to zero, on a pro forma basis, after giving effect to all distributions of Principal Proceeds pursuant to clause (D) of Section 11.1(a)(ii), to the Principal Collection Subaccount for application as Principal Proceeds;
(G) after the Anticipated Repayment Date, to the payment of Post-ARD Additional Interest, first on the Class A Notes and second on the Class B Notes;
(H) to the payment (pro rata based on the amounts duepayable to the applicable parties under this clause H)) of any Administrative Expenses not paid pursuant to clause (A)(2) above due to the limitation contained therein (in the same manner and order of priority stated therein) and any additional accrued and unpaid expenses of the Collateral Manager or the Issuer;
(I) during the Reinvestment Period, if so directed by the Collateral Manager, in its sole discretion, (i) to the Principal Collection Subaccount for application as Principal Proceeds or (ii) to make a prepayment of the principal of the Class A Notes; and
(J) any remaining Interest Proceeds to be paid to the Holders of the Subordinated Notes.
(ii) On each Payment Date other than any Stated Maturity, unless an Enforcement Event has occurred and is continuing and, if elected by the Collateral Manager, on each Redemption Distribution Date, Principal Proceeds on deposit in the Collection Account that are received on or before the related Determination Date, and that, in each case, are transferred to the Payment Account (which will not include (i) amounts required to meet funding requirements with respect to Delayed Draw Loans and Revolving Loans that are deposited in the Reinvesting Revolver Funding Account or (ii) during the Reinvestment Period, Principal Proceeds that have previously been reinvested in Collateral Obligations or Principal Proceeds which the Issuer has entered into any commitment to reinvest in Collateral Obligations) shall be applied in the following order of priority; provided that after giving effect to any such payment no Commitment Shortfall would exist (and, to the extent that any Commitment Shortfall would exist, Principal Proceeds shall first be deposited in the Principal Collection Subaccount in the amount needed to eliminate such Commitment Shortfall):
(A) to pay the amounts referred to in clauses (A) through (C) of Section 11.1(a)(i) (and in the same manner and order of priority stated therein), but only to the extent not paid in full thereunder;
(B) (1) during the Reinvestment Period, to the Principal Collection Subaccount for application for any purpose permitted herein with respect to amounts on deposit in such subaccount and (2) following the Reinvestment Period, (i) if no Rapid Amortization Event has occurred and, if applicable, is continuing, pro rata to the Class A Noteholders, the Class A Principal Distribution Amount and (ii) if a Rapid Amortization Event has occurred, pro rata to the Class A Noteholders until the Aggregate Outstanding Amount of the Class A Notes is reduced to zero;
(C) to pay the amounts referred to in Section 11.1(a)(i)(E) (and in the same manner and order of priority stated therein) to the extent not paid in full thereunder;
(D) (1) during the Reinvestment Period, to the Principal Collection Subaccount for application for any purpose permitted herein with respect to amounts on deposit in such subaccount and (2) following the Reinvestment Period, (i) if no Rapid Amortization Event has occurred and, if applicable, is continuing, pro rata to the Class B Noteholders, the Class B Principal Distribution Amount and (ii) if a Rapid Amortization Event has occurred, pro rata to the Class B Noteholders until the Aggregate Outstanding Amount of the Class B Notes is reduced to zero;
(E) to pay the amounts referred to in clauses (G) and (H) of Section 11(a)(i) (and in the same manner and order of priority stated therein) to the extent not paid in full thereunder; and
(F) any remaining proceeds to be paid to the Holders of the Subordinated Notes. On any Stated Maturity, the Trustee shall pay the net proceeds from the liquidation of the Assets and all available Cash, but only after the payment of (or establishment of a reserve for) all Administrative Expenses (in the same manner and order of priority stated in the definition thereof), Aggregate Collateral Management Fees, and interest and principal on the Secured Notes, to the Holders of the Subordinated Notes in final payment of such Subordinated Notes (such payments to be made in accordance with the priority set forth in Section 11.1(a)(iii)).
(iii) Notwithstanding the provisions of the foregoing Sections 11.1(a)(i) and 11.1(a)(ii) (other than the last paragraph thereof), on (x) the Stated Maturity of the Notes or (y) if the maturity of the Secured Notes has been accelerated following an Event of Default and has not been rescinded in accordance with the terms herein (clause (y), an “Enforcement Event”), pursuant to Section 5.7, proceeds in respect of the Assets, including all amounts on deposit in the Collection Account and the Prefunding Account, will be applied at the date or dates fixed by the Trustee in the following order of priority:
(1) first, to the payment of taxes and governmental fees owing by the Issuer (including any costs of complying with FATCA), if any, and (2) second, to the payment of the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, without the application of the Administrative Expense Cap;
(B) (1) first, to the payment of accrued and unpaid interest on the Class A-1L A Notes (including, without limitation, defaulted interest, if any, and interest thereon) and (2) second, to the payment of principal of the Class A Notes, until the Class A Notes have been paid in full;
(C) (1) first, to the payment of accrued and unpaid interest on the Class B Notes (excluding Deferred Interest, but including interest on Deferred Interest) and (2) second, to the payment of any Deferred Interest on the Class B Notes and (3) third, to the payment of principal of the Class A-1F B Notes, until the Class B Notes have been paid in full;
(D) to pay the amounts referred to in each caseclauses (G) and (H) of Section 11.1(a)(i) (and in the same manner and order of priority stated therein) to the extent not paid in full thereunder; and
(E) to pay the balance to the Holders of the Subordinated Notes. If any declaration of acceleration has been rescinded in accordance with the provisions herein, proceeds in respect of the Assets will be applied in accordance with Section 11.1(a)(i) or (ii), as applicable.
(b) If on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required by the Distribution Report, the Trustee shall make the disbursements called for in the order and according to the priority set forth under Section 11.1(a) above, subject to Section 13.1, to the extent funds are available therefor.
(c) In connection with the application of funds to pay Administrative Expenses of the Issuer in accordance with Section 11.1(a)(i), Section 11.1(a)(ii) and Section 11.1(a)(iii), the Trustee shall remit such funds, to the extent available (and subject to the order of priority set forth in the definition of “Administrative Expenses”), as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses in such amounts and to such entities as indicated in the Distribution Report in respect of such Payment Date) delivered to the Trustee no later than the Business Day prior to each Payment Date.
(d) The Collateral Manager may, in its sole discretion, elect to irrevocably waive payment of any defaulted interestor all of any Collateral Management Fee otherwise due on any Payment Date by notice to the Issuer, the Collateral Administrator and the Trustee no later than the Determination Date immediately prior to such Payment Date in accordance with the terms of Section 8(c) of the Collateral Management Agreement. Any such Collateral Management Fee, once waived, shall not thereafter become due and payable and any claim of the Collateral Manager therein shall be extinguished.
(e) At any time during or after the Reinvestment Period, any Holder of Subordinated Notes may (i) make a Contribution of Cash, Eligible Investments or Collateral Obligations or (ii) solely in the case of Certificated Subordinated Notes, in accordance with Section 8.3(i), designate any portion of Interest Proceeds or Principal Proceeds that would otherwise be distributed on its Subordinated Notes in accordance with Section 11.1(a)(i)(J) or Section 11.1(a)(ii)(F), to be a contribution to the Issuer (a “Contribution” and each such Person, a “Contributor”); provided that a Notice of Contribution in the form of Exhibit F (solely for Contributions of Cash or Eligible Investments) is provided. The Collateral Manager, on behalf of the Issuer, may accept or reject any Contribution in its sole discretion and shall notify the Trustee and the Collateral Administrator of any such acceptance. Upon receipt and acceptance by the Collateral Manager of a Contribution of cash or Eligible Investments, the Trustee will immediately deposit such Contribution into the Collection Account. A Contribution of cash or Eligible Investments may only be used for a Permitted Use or Permitted Uses as directed by the applicable Contributor at the time such Contribution is made, so long as the Collateral Manager consents to such Permitted Use(s) (or, if no direction is given by the Contributor, at the Collateral Manager’s reasonable discretion). No Contribution of Cash or Eligible Investments or portion thereof will be returned to any applicable holder of Subordinated Notes at any time. For administrative convenience any Contributions or transfers of Cash, Eligible Investments or Collateral Obligations made through one or more intermediate related entities or Affiliates of the Initial Subordinated Noteholders may instead be made on a net basis directly into the Issuer, and by bypassing such intermediate related entity or Affiliate. The value received by the Issuer in Cash, Eligible Investments and/or in the form of Collateral Obligations will not be affected by the elimination of such intermediate steps. In the case of any such payment made to the Issuer in the form of a combination of Cash and Collateral Obligations, the Cash portion of such payment shall be an amount equal to the total payment required to be made to the Issuer reduced by an amount equal to the fair market value as determined by the Collateral Manager as of the date of Contribution of the Collateral Obligations and Eligible Investments Contributed or transferred to the Issuer in respect of such payment. For the avoidance of doubt, any purchase of a Collateral Obligation by the Issuer pursuant to an “in-kind” Contribution from any holder of Subordinated Notes shall be subject to satisfaction of the Investment Criteria in connection therewith.
(f) Notwithstanding any other provision of this Indenture to the contrary, from and after the date on which no Secured Notes are deemed or considered to be Outstanding, (i) by 12:00 PM New York time, upon three Business Days prior notice to the Trustee, the Collateral Manager may designate any Business Day as a “Payment Date” for purposes of this Section 11.1 and distribute any Interest Proceeds or Principal Proceeds in accordance with the Priority of Payments and (ii) no further Distribution Reports shall be required to be prepared.
(g) On any Redemption Date in connection with a Refinancing in part by Class, Refinancing Proceeds and/or Contributions of cash (together with the Partial Refinancing Interest Proceeds available to pay the accrued interest portion of the Redemption Price and expenses incurred in connection with such Refinancing in part by Class) shall be applied in the following order of priority:
(i) to the extent such proceeds will be used to pay for expenses incurred in connection with such Refinancing in part by Class (as determined by the Collateral Manager), to pay any such expenses;
(ii) to pay the Redemption Price of the applicable Class or Classes of Notes being refinanced, in the order of priority of such Class or Classes; and
(iii) any remaining proceeds from the Refinancing in part by Class to be deposited in the Collection Account as Principal Proceeds.
(h) At any time following the Reinvestment Period, the Collateral Manager, acting on behalf of the Issuer, may designate any Principal Proceeds on deposit in the Principal Collection Subaccount for use to pay down the principal on the Notes. For the avoidance of doubt, any such amounts not needed to pay amounts referred to in clauses (A) through (E) of Section 11.1(a)(ii) may be paid to the holders of the Subordinated Notes pursuant to clause (F) of Section 11.1(a)(ii).
Appears in 1 contract
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Collateral Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes Taxes and governmental fees owing by the IssuersIssuer, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of of, pro rata (based upon amounts due) and pari passu, (x) accrued and unpaid interest on the Class A Notes (including any defaulted interest) and (y) accrued and unpaid interest on the Class A-1L Notes and the Class A-1F Notes Loans (in each case, including any defaulted interest);
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Credit Income Corp.)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Collateral Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes Taxes and governmental fees owing by the IssuersIssuer, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of of, pro rata (based upon amounts due) and pari passu, (x) accrued and unpaid interest on the Class A-1L A Notes (including any defaulted interest), (y) accrued and unpaid interest on the Class A-1F Notes A-1L-1 Loans (in each case, including any defaulted interest) and (z) accrued and unpaid interest on the Class A-1L-2 Loans (including any defaulted interest);
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Credit Income Corp.)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections sub‑Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes and governmental fees owing by the Issuers, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of accrued and unpaid interest on the Class A-1L Notes and the Class A-1F A-1 Notes (in each case, including any defaulted interest);
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-Sections of this Section 11.1 and to Section 13.1, on each Payment Date, the Collateral Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).
(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest 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) and that are transferred into the Payment Account, shall be applied in the following order of priority:
(A) to the payment of (1) first, taxes Taxes and governmental fees owing by the IssuersIssuer, if any and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);
(B) to the payment to the Collateral Manager of the accrued and unpaid Base Management Fee that has not been waived by the Collateral Manager;
(C) pro rata based on the amounts due, to the payment of of, pro rata (based upon amounts due) and pari passu, (x) accrued and unpaid interest on the Class A-1T Notes (including any defaulted interest), (y) accrued and unpaid interest on the Class A-1F Notes (including any defaulted interest) and (z) accrued and unpaid interest on the Class A-1L Notes and the Class A-1F Notes Loans (in each case, including any defaulted interest);
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Samples: Indenture and Security Agreement (Owl Rock Core Income Corp.)
