Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 4 contracts
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp), Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp), Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, or provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured ), or either (y) if the aggregate Revolving Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is greater than zero, in addition to prepaying the Loans (and providing cover for Letters of Credit) pursuant to the immediately succeeding proviso, reduce Other Covered Secured Indebtedness and, only if such reduction of Other Secured Indebtedness is insufficient to cure any Borrowing Base Deficiency, Permitted Indebtedness (other than Other Secured Indebtedness), Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) (in each case, that is Secured Longer-included in the Covered Debt Amount), or (z) if the aggregate Revolving Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is not greater than zero, reduce Permitted Indebtedness, Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) (in each case, that is included in the Covered Debt Amount), in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured immediately cured, provided that (andi) in the case of clause (y), as among the aggregate amount of such prepayment of Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share of the aggregate prepayment and the reduction of Other Covered Indebtedness that is Secured Longer-Term Indebtedness, other Permitted Indebtedness, Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness, and Indebtedness incurred pursuant to Section 6.01(g) and (ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at least ratably (based on such other times as the outstanding principal amount Borrower has knowledge of such Indebtedness) as to payments of Loans in relation to Other Covered IndebtednessBorrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 five Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during cured within such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (Ares Capital Corp), Senior Secured Revolving Credit Agreement (Ares Capital Corp), Senior Secured Revolving Credit Agreement (Ares Capital Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Syndicated Loans and/or the Term Loans (andsubject to Section 2.10(e)(ii), to at the extent necessary, option of the Borrower) (or provide cover for Letters of Credit as contemplated by Section 2.04(k2.05(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness that is Secured Longer-Term Indebtedness (among such components thereof determined by the Borrower) in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured within five (and, 5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as among the Borrower has knowledge of such Borrowing Base Deficiency); provided that (i) the aggregate amount of such prepayment of Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s and Term Loans’ ratable share of the aggregate prepayment and reduction of Other Covered Indebtedness that is Secured Longer-Term Indebtednessand (ii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at least ratably (based on such other times as the outstanding principal amount Borrower has knowledge of such Indebtedness) as to payments of Loans in relation to Other Covered IndebtednessBorrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 thirty (30) Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business (30)-Business Day period shall include the 5 five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected within such five (5) Business Day period so long as the Borrower shall use all reasonable commercial efforts to effectuate such prepayment or reduction but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubtso long as such Borrowing Base Deficiency is cured within such 30-Business Day period; provided, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that solely to the extent such Borrowing Base Deficiency is due to a result failure to satisfy the requirements of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e5.13(a)(vi) because as a consequence of a change in either (ix) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (iiy) the Relevant Asset Coverage RatioRatio from one quarterly period to the next, such 30-Business Day period shall be extended by an additional 15 to a 45-Business Days Day period solely with respect to compliance with Section 5.13(e5.13(a)(vi). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 3 contracts
Samples: Senior Secured Credit Agreement (SLR Investment Corp.), Senior Secured Credit Agreement (SLR Investment Corp.), Senior Secured Credit Agreement (Solar Capital Ltd.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total CommitmentsDollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (andcured; provided, that as among the Loans (and Letters of Credit) on the one hand and the Other Covered Indebtedness that is Secured Longer-Term Indebtednesson the other hand, such prepayment shall be at least ratably ratable (based on the outstanding principal amount of such Indebtedness) as to payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (Barings Capital Investment Corp), Revolving Credit Agreement (Barings Capital Investment Corp), Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), Days the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, provided that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan that is reasonably satisfactory acceptable to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it is shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (THL Credit, Inc.), Senior Secured Revolving Credit Agreement (THL Credit, Inc.), Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtednessindebtedness) as to payments of Loans in relation to Other Covered Indebtedness that is Secured Longer-Term Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, plan which plan is reasonably satisfactory to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Capitala Finance Corp.), Senior Secured Revolving Credit Agreement (Capitala Finance Corp.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay and reduce (xor cause to be prepaid and reduced) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) Covered Debt Amount so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness)cured; provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, plan which plan is reasonably satisfactory to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp), Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total CommitmentsDollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (andcured; provided, that as among the Loans (and Letters of Credit) on the one hand and the Other Covered Indebtedness that is Secured Longer-Term Indebtednesson the other hand, such prepayment shall be at least ratably ratable (based on the outstanding principal amount of such Indebtedness) as to payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.11(cd) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Barings Capital Investment Corp), Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, but subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtednessindebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Medley Capital Corp), Senior Secured Revolving Credit Agreement (Medley Capital Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total CommitmentsDollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (andcured; provided, that as among the Loans (and Letters of Credit) on the one hand and the Other Covered Indebtedness that is Secured Longer-Term Indebtednesson the other hand, such prepayment shall be at least ratably ratable (based on the outstanding principal amount of such Indebtedness) as to payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.11(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.), Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, but subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtednessindebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan that is reasonably satisfactory acceptable to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan)) , then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Sierra Income Corp), Senior Secured Revolving Credit Agreement (Sierra Income Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Capital Southwest Corp), Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VIISection 7.01(a).
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (andcured, as among provided that the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal aggregate amount of such Indebtedness) as to payments prepayment of Loans in relation shall be at least equal to Other the Revolving Percentage times the aggregate prepayment of the Covered Indebtedness); Debt Amount, provided, however that if within such 5 Business Day periodbusiness days of the occurrence of any Borrowing Base Deficiency, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e)plan. Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-30- Business Day period), it is shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Revolving Credit Agreement (MONROE CAPITAL Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, or provide cover for Letters of Credit as contemplated by Section 2.04(k2.05(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (andand/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), as among provided that (i) the aggregate amount of such prepayment of Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share of the aggregate prepayment and the reduction of Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least (ii) such prepayment shall be applied ratably (among the Classes of Loans based on upon the outstanding principal amount amounts thereof and (iii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Indebtedness) as to payments of Loans in relation to Other Covered IndebtednessBorrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 five Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected within such five Business Day period so long as the Borrower shall use all reasonable commercial efforts to effectuate such prepayment or reduction in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubtso long as, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided furtherany event, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during cured within such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Apollo Investment Corp), Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total CommitmentsDollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (andcured; provided, that as among the Loans (and Letters of Credit) on the one hand and the Other Covered Indebtedness that is Secured Longer-Term Indebtednesson the other hand, such prepayment shall be at least ratably ratable (based on the outstanding principal amount of such Indebtedness) as to payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.11(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5- Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Barings Capital Investment Corp), Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, or provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured ), or either (y) if the aggregate Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is greater than zero, in addition to prepaying the Loans (and providing cover for Letters of Credit) pursuant to the immediately succeeding proviso, reduce Other Covered Secured Indebtedness and, only if such reduction of Other Secured Indebtedness is insufficient to cure any Borrowing Base Deficiency, Permitted Indebtedness (other than Other Secured Indebtedness), Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) (in each case, that is Secured Longer-included in the Covered Debt Amount), or (z) if the aggregate Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is not greater than zero, reduce Permitted Indebtedness, Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) (in each case, that is included in the Covered Debt Amount), in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured immediately cured, provided that (andi) in the case of clause (y), as among the aggregate amount of such prepayment of Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share of the aggregate prepayment and the reduction of Other Covered Indebtedness that is Secured Longer-Term Indebtedness, other Permitted Indebtedness, Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness, and Indebtedness incurred pursuant to Section 6.01(g) and (ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at least ratably (based on such other times as the outstanding principal amount Borrower has knowledge of such Indebtedness) as to payments of Loans in relation to Other Covered IndebtednessBorrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 five Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during cured within such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Ares Capital Corp), Senior Secured Credit Agreement (Ares Capital Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall existexist (including, promptly (but in no event later than 5 Business Dayswithout limitation, as a result of an Exclusion Event), within five Business Days the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or cured, to the extent that funds are available for prepayment in the Control Accounts. If it is necessary to call capital to make such prepayment, Borrower will, within 3 Business Days of the occurrence of such Borrowing Base Deficiency, issue a Capital Call Notice to the Investors (ywith a copy to the Administrative Agent) in an amount sufficient, together with all amounts on deposit in the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that Control Accounts, to remedy such Borrowing Base Deficiency is promptly cured (andand such prepayment or reduction shall be effected within 12 Business Days of the issuance of such Capital Call Notice. If the remaining Unfunded Capital Commitments together with funds on deposit in the Control Accounts are insufficient to remedy such Borrowing Base Deficiency, as among in addition to the Loans (and Letters foregoing, Borrower will deliver a reasonably feasible plan regarding sale or liquidation of Credit) and the Other Covered Indebtedness Portfolio Investments or otherwise, that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present reasonably acceptable to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 a five Business Days permitted for delivery of such plan), then and such prepayment or reduction shall be effected in accordance with such plan (subjectplan, for together with the avoidance application of doubt, to funds on deposit in Control Accounts and the limitations as to proceeds of the allocation of such prepayments Capital Call set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e)above. Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the a Borrowing Base Deficiency exists during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-five Business Day period (or, if applicable, such 12- or 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VIISection 7.01(a).
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.), Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, but subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(f)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), the Borrower shall (subject to Section 2.08(f)) either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan that is reasonably satisfactory acceptable to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan)) , then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Sierra Income Corp), Senior Secured Revolving Credit Agreement (Sierra Income Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay (x) the Loans (and, to the extent necessary, or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.04(k2.05(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured immediately cured; provided that (and, as among i) the aggregate amount of such prepayment of Loans (and Cash Collateral for Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, shall be at least ratably equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (based on the outstanding principal amount ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative Agent Lenders with a reasonably feasible plan, which plan is reasonably satisfactory acceptable to the Administrative Agent, that will Required Lenders in their sole discretion to enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall (A) include the 5 five Business Days permitted for delivery of such planplan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, cured within such 30-Business Day period shall be (or any extended period consented to by an additional 15 Business Days solely with respect to compliance with Section 5.13(ethe Administrative Agent in its sole discretion). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.12(e) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day periodperiod or any extended period consented to by the Administrative Agent in its sole discretion), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC), Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that that, if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan) (provided, however, that with respect to any Borrowing Base Deficiency occurring during the period from and including the Amendment No. 3 Effective Date to and including the Covid Relief Termination Date, instead of a 30-Business Day cure period, a 10 Business Day cure period shall apply), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an immediate Event of Default under clause (a) of Article VIISection 7.01(a).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.09(f)) Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), Days the Borrower shall (subject to Section 2.09(f)) either prepay (x) the Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, provided that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan that is reasonably satisfactory acceptable to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization) or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.09(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (First Eagle Alternative Capital BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. (i) In the event that the amount of total Credit Exposure exceeds the total Commitmentsat any time, but only for so long as, any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Loans (and, to the extent necessary, or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.04(k2.05(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that (and, as among i) the aggregate amount of such prepayment of Loans (and Cash Collateral for Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, shall be at least ratably equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (based on the outstanding principal amount ii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 thirty (30) Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 five (5) Business Days permitted for delivery of such plan)) or such longer period agreed to by the Administrative Agent, then such prepayment (and/or cash collateralization) or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for so long as such Borrowing Base Deficiency is cured within such thirty (30)-Business Day period (or such longer period agreed to by the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)Administrative Agent); provided provided, further, that solely to the extent such Borrowing Base Deficiency is due to a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.satisfy
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay (x) the Loans (and, to the extent necessary, or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.04(k2.05(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured immediately cured; provided that (and, as among i) the aggregate amount of such prepayment of Loans (and Cash Collateral for Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, shall be at least ratably equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (based on the outstanding principal amount ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative Agent Lenders with a reasonably feasible plan, which plan is reasonably satisfactory acceptable to the Administrative Agent, that will Required Lenders in their sole discretion to enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall (A) include the 5 five Business Days permitted for delivery of such planplan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, cured within such 30-Business Day period shall be (or any extended period consented to by an additional 15 Business Days solely with respect to compliance with Section 5.13(ethe Administrative Agent in its sole discretion). Notwithstanding the foregoing, the Borrower shall pay interest in accordance BUSINESS.29259741.231546920 with Section 2.11(c2.12(e) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-30- Business Day periodperiod or any extended period consented to by the Administrative Agent in its sole discretion), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, but subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtednessindebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan that is reasonably satisfactory acceptable to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Medley Capital Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Syndicated Loans and/or the Term Loans (andsubject to Section 2.10(e)(ii), to at the extent necessary, option of the Borrower) (or provide cover for Letters of Credit as contemplated by Section 2.04(k2.05(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness that is Secured Longer-Term Indebtedness (among such components thereof determined by the Borrower) in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured within five (and, 5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as among the Borrower has knowledge of such Borrowing Base Deficiency); provided that (i) the aggregate amount of such prepayment of Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s and Term Loans’ ratable share of the aggregate prepayment and reduction of Other Covered Indebtedness that is Secured Longer-Term Indebtednessand (ii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at least ratably (based on such other times as the outstanding principal amount Borrower has knowledge of such Indebtedness) as to payments of Loans in relation to Other Covered IndebtednessBorrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 thirty (30) Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business (30)-Business Day period shall include the 5 five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected within such five (5) Business Day period so long as the Borrower shall use all reasonable commercial efforts to effectuate such prepayment or reduction but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during cured within such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Solar Capital Ltd.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that (and, as among i) the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal aggregate amount of such Indebtednessprepayment of Revolving Loans shall be at least equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (ii) as to payments if, within five (5) Business Days after delivery of Loans in relation to Other Covered Indebtedness); provided, that if within a Borrowing Base Certificate demonstrating such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory (determined by the Borrower in good faith) to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 ten (10) Business Days of the occurrence of such Borrowing Base Deficiency (which 3010-Business Day period shall include the 5 five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubtso long as such Borrowing Base Deficiency is cured within such ten (10)-Business Day period; provided, further, that, if, within five (5) Business Days (or to the limitations as extent the Borrower delivers a plan to the allocation Administrative Agent in accordance with clause (ii) above, ten (10) Business Days) after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency, the Borrower shall present the Administrative Agent with a reasonably feasible plan acceptable to the Administrative Agent in its sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30)-Business Day period shall include the five (5) or ten (10) Business Days, as applicable, permitted for delivery of such prepayments set forth above plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in this Section 2.09(baccordance with such plan (with such modifications as the Borrower may reasonably determine)), so long as such Borrowing Base Deficiency is cured within such thirty (30)-Business Day period; provided furtherprovided, further that solely to the extent such Borrowing Base Deficiency is due to the Borrower’s failure to satisfy the Senior Investment Minimum Covenant as a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because consequence of a change decrease in either (i) the ratio of the Gross Borrowing Base Borrower’s Asset Coverage Ratio from one quarterly period to the Senior Debt Amount or (ii) the Relevant Asset Coverage Rationext, such 30-Business Day period shall be extended by an additional 15 to a 45-Business Days Day period solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VIISenior Investment Minimum Covenant.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Kayne Anderson BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(d)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), Days the Borrower shall prepay(subject to Section 2.08(d)) either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so or reduceso that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured, provided that the aggregate (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such IndebtednessprepaymentIndebtedness) as to payments of Loans in shall be at least equal to the Revolving Percentage times the aggregate prepayment of thein relation to Other Covered IndebtednessDebt AmountIndebtedness); , provided, however that if within such 5 Business business days of the occurrence of any Borrowing Base DeficiencyBusiness Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it is shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the aggregate outstanding principal amount of such Indebtedness) and, with respect to the Loans, in the manner set forth in the preceding subclause (y) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.. (c)
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtednessindebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, plan which plan is reasonably satisfactory to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan)) , then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Alcentra Capital Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, but subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so or reduceso that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that the aggregate amount of such prepayment of Loans shall be at least equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount; provided, however that if within 5 business days of the occurrence of any Borrowing Base Deficiency (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtednessindebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it is shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Medley Capital Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that (and, as among i) the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal aggregate amount of such Indebtedness) as to payments prepayment of Loans in relation shall be at least equal to Other the Revolving Percentage times the aggregate prepayment of the Covered Indebtedness); providedDebt Amount, that if and (ii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory (determined by the Borrower in good faith) to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 ten (10) Business Days of the occurrence of such Borrowing Base Deficiency (which 3010-Business Day period shall include the 5 five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(ecured within such ten (10)-Business Day period; provided, further, that, if, within five (5) because of a change in either Business Days (i) the ratio of the Gross Borrowing Base or to the Senior Debt Amount or extent the Borrower delivers a plan to the Administrative Agent in accordance with clause (ii) the Relevant Asset Coverage Ratioabove, ten (10) Business Days) after delivery of a Borrowing Base Certificate demonstrating such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoingBorrowing Base Deficiency, the Borrower shall pay interest present the Administrative Agent with a reasonably feasible plan acceptable to the Administrative Agent in its sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30)-Business Day period shall include the five (5) or ten (10) Business Days, as applicable, permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with Section 2.11(c) for such plan (with such modifications as the Borrower may reasonably determine), so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of within such 5-Business Day period thirty (or, if applicable, such 30-Business 30)-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitmentsat any time, but only for so long as, any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate that is reflecting or should reflect the Borrowing Base Deficiency, prepay the Revolving Loans (and, to the extent necessary, and/or provide cover for Letters of Credit as contemplated by Section 2.04(k2.05(l)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered reduce its other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that (and, as among i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, shall be at least ratably equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such IndebtednessRevolving Loans denominated in Dollars) between Dollar Lenders and Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as to payments the Borrower has knowledge of Loans in relation to Other Covered Indebtednesssuch Borrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 thirty (30) Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30-) Business Day period shall include the 5 five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), reduction or reduction addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubtso long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period; provided, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that solely to the extent such Borrowing Base Deficiency is due to a result failure to satisfy the requirements of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because 5.13 as a consequence of a change in either (ix) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (iiy) the Relevant Asset Coverage RatioRatio from one (1) quarterly period to the next, such thirty (30-) Business Day period shall be extended by an additional 15 to a forty-five (45) Business Days Day period solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII5.13.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (PGIM Private Credit Fund)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that (and, as among i) the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal aggregate amount of such Indebtedness) as to payments prepayment of Loans in relation shall be at least equal to Other the Revolving Percentage times the aggregate prepayment of the Covered Indebtedness); providedDebt Amount, that if and (ii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory (determined by the Borrower in good faith) to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 ten (10) Business Days of the occurrence of such Borrowing Base Deficiency (which 3010-Business Day period shall include the 5 five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(ecured within such ten (10)-Business Day period; provided, further, that, if, within five (5) because of a change in either Business Days (i) the ratio of the Gross Borrowing Base or to the Senior Debt Amount or extent the Borrower delivers a plan to the Administrative Agent in accordance with clause (ii) the Relevant Asset Coverage Ratioabove, ten (10) Business Days) after delivery of a Borrowing Base Certificate demonstrating such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoingBorrowing Base Deficiency, the Borrower shall pay interest present the Administrative Agent with a reasonably feasible plan acceptable to the Administrative Agent in its sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30)-Business Day period shall include the five (5) or ten (10) Business Days, as applicable, permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with Section 2.11(c) for such plan (with such modifications as the Borrower may reasonably determine), so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of within such 5-Business Day period thirty (or, if applicable, such 30-Business 30)-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.. 59 Revolving Credit Agreement
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.089(e)) Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), Days the Borrower shall (subject to Section 2.089(e)) either prepay (x) the Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, provided that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan that is reasonably satisfactory acceptable to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.089(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.101(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it is shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 five (5) Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 5-Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.as
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 five (5) Business Days), the Borrower shall either prepay (x) the Revolving Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) reduce the Loans and the Other Covered other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided, that (and, as among i) the aggregate amount of such prepayment of Revolving Loans (and Cash Collateral for Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, shall be at least ratably equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to the other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of the other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such IndebtednessRevolving Loans denominated in Dollars) as to payments of Loans in relation to Other Covered Indebtedness)between Dollar Lenders and Multicurrency Lenders; provided, further, that if within such 5 five (5) Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 thirty (30) Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.09(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.11(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause paragraph (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Barings BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay shall, within five (x5) Business Days after delivery of the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the applicable Borrowing Base Deficiency is promptly cured Certificate, prepay the Revolving Loans or (y) the Loans and the reduce Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that (and, as among i) the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal aggregate amount of such Indebtednessprepayment of Revolving Loans shall be at least equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (ii) as to payments if, within five (5) Business Days after delivery of Loans in relation to Other Covered Indebtedness); provided, that if within a Borrowing Base Certificate demonstrating such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubtso long as such Borrowing Base Deficiency is cured within such ten (10)-Business Day period; provided, further, that, if, within five (5) Business Days (or to the limitations as extent the Borrower delivers a plan to the allocation Administrative Agent in accordance with clause (ii) above, ten (10) Business Days) after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency, the Borrower shall present the Administrative Agent with a reasonably feasible plan acceptable to the Administrative Agent in its sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30)-Business Day period shall include the five (5) or ten (10) Business Days, as applicable, permitted for delivery of such prepayments set forth above plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in this Section 2.09(baccordance with such plan (with such modifications as the Borrower may reasonably determine)), so long as such 68 Revolving Credit Agreement Borrowing Base Deficiency is cured within such 30-Business Day period; provided provided, further, that solely to the extent such Borrowing Base Deficiency is due to a result failure to satisfy the requirements of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e5.13(f) because as a consequence of a change in either (ix) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (iiy) the Relevant Asset Coverage RatioRatio from one quarterly period to the next, such thirty (30-) Business Day period shall be extended by an additional 15 to a forty-five (45) Business Days Day period solely with respect to compliance with Section 5.13(e5.13(f). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); providedprovided that, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan) (provided, however, that with respect to any Borrowing Base Deficiency occurring during the period from and including the Amendment No. 3 Effective Date to and including the Covid Relief Termination Date, instead of a 30-Business Day cure period, a 10 Business Day cure period shall apply), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(ce) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an immediate Event of Default under clause (a) of Article VIISection 7.01(a).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(de)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), Days the Borrower shall (subject to Section 2.08(de)) either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, provided that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(bc)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it is shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, or provide cover for Letters of Credit as contemplated by Section 2.04(k2.05(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (andand/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), as among provided that (i) the aggregate amount of such prepayment of Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share of the aggregate prepayment and the reduction of Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least (ii) such prepayment shall be applied ratably (among the Classes of Loans based on upon the outstanding principal amount amounts thereof and (iii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Indebtedness) as to payments of Loans in relation to Other Covered IndebtednessBorrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 five Business Days permitted for delivery of such plan), ) then such prepayment or reduction shall not be required to be effected within such five Business Day period so long as the Borrower shall use all reasonable commercial efforts to effectuate such prepayment or reduction in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubtso long as, to the limitations as to the allocation of in any event, such prepayments set forth above in this Section 2.09(b)); Borrowing Base Deficiency is cured within such 30-Business Day period, provided further, that such 30-Business Day period shall be extended by an additional 15 Business Days to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e5.13(k) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay (x) the Loans (and, to the extent necessary, or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.04(k2.05(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured immediately cured; provided that (and, as among i) the aggregate amount of such prepayment of Loans (and Cash Collateral for Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, shall be at least ratably equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (based on the outstanding principal amount ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative Agent Lenders with a reasonably feasible plan, which plan is reasonably satisfactory acceptable to the Administrative Agent, that will Required Lenders in their sole discretion to enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall (A) include the 5 five Business Days permitted for delivery of such planplan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, cured within such 30-Business Day period shall be (or any extended period consented to by an additional 15 Business Days solely with respect to compliance with Section 5.13(ethe Administrative Agent in its sole discretion). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.12(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day periodperiod or any extended period consented to by the Administrative Agent in its sole discretion), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total CommitmentsDollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (andcured; provided, that as among the Loans (and Letters of Credit) on the one hand and the Other Covered Indebtedness that is Secured Longer-Term Indebtednesson the other hand, such prepayment shall be at least ratably ratable (based on the outstanding principal amount of such Indebtedness) as to payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.11(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.. (d)
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay (x) the Revolving Loans (and, to the extent necessary, or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.04(k2.05(k)) so ), include additional Portfolio Investments that are in the Collateral Pool in the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured immediately cured; provided that (and, as among i) the aggregate amount of such prepayment of Loans (and Cash Collateral for Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, shall be at least ratably equal to the RevolvingLoan Percentage times the aggregate prepayment of the Covered Debt Amount, and (based on the outstanding principal amount ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative LendersAdministrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory acceptable to the Administrative Agent, that will Required Lenders in their sole discretion to enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall (A) include the 5 five Business Days permitted for delivery of 767537780768227557 such planplan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment or(and/or cash collateralization), reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for so long as such Borrowing Base Deficiency is cured within such 30-Business Day period (or any extended period consented to by the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above Administrative Agent in this Section 2.09(b)its sole discretion); provided provided, further, that solely to the extent such Borrowing Base Deficiency is due to a result failure to satisfy the requirements of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e5.13(h) because as a consequence of a change in either (ix) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (iiy) the Relevant Asset Coverage RatioRatio from one (1) quarterly period to the next, such thirty (30-) Business Day period shall be extended by an additional 15 to a forty-five (45) Business Days Day period solely with respect to compliance with Section 5.13(e5.13(h). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.12(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day periodperiod or any extended period consented to by the Administrative Agent in its sole discretion), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitmentsat any time, but only for so long as, any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Loans (and, to the extent necessary, and/or provide cover for Letters of Credit as contemplated by Section 2.04(k2.05(l)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered reduce its other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that (and, as among i) the aggregate amount of such prepayment of Loans (and cover for Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, shall be at least ratably equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of such Indebtednessthe Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) as to payments of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Loans denominated in relation to Other Covered IndebtednessDollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Loans denominated in Dollars) between Dollar Lenders and Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 thirty (30) Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30-) Business Day period shall include the 5 five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization) or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubtso long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period; provided, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that solely to the extent such Borrowing Base Deficiency is due to a result failure to satisfy the requirements of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e5.13(g) because as a consequence of a change in either (ix) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (iiy) the Relevant Asset Coverage RatioRatio from one (1) quarterly period to the next, such thirty (30-) Business Day period shall be extended by an additional 15 to a forty-five (45) Business Days Day period solely with respect to compliance with Section 5.13(e5.13(g). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Blackstone / GSO Secured Lending Fund)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtednessindebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, plan which plan is reasonably satisfactory to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Capitala Finance Corp.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay (x) the Loans (and, to the extent necessary, or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.04(k2.05(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce 767537780 70 Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured immediately cured; provided that (and, as among i) the aggregate amount of such prepayment of Loans (and Cash Collateral for Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, shall be at least ratably equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (based on the outstanding principal amount ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative Agent Lenders with a reasonably feasible plan, which plan is reasonably satisfactory acceptable to the Administrative Agent, that will Required Lenders in their sole discretion to enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall (A) include the 5 five Business Days permitted for delivery of such planplan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, cured within such 30-Business Day period shall be (or any extended period consented to by an additional 15 Business Days solely with respect to compliance with Section 5.13(ethe Administrative Agent in its sole discretion). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.12(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day periodperiod or any extended period consented to by the Administrative Agent in its sole discretion), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); providedprovided that, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan) (provided, however, that with respect to any Borrowing Base Deficiency occurring during the period from and including the Amendment No. 3 Effective Date to and including the Covid Relief Termination Date, instead of a 30-Business Day cure period, a 10 Business Day cure period shall apply),, then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(e) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an immediate Event of Default under clause (a) of Article VIISection 7.01(a).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 five (5) Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 5-Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.09(ef)) Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), Days the Borrower shall (subject to Section 2.09(ef )) either prepay (x) the Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, provided that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan that is reasonably satisfactory acceptable to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.09(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it is shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that any Financial Officer of the amount of total Credit Exposure exceeds Borrower shall on any date have actual knowledge that there is a Borrowing Base Deficiency (such date, the total Commitments“Notice Date”), the Borrower shall prepay the Loans pursuant to Section 2.09(a) (and, to the extent necessary, or provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Pari Passu Secured Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount, in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured, provided that (and, as among i) the aggregate amount of such prepayment of Loans (and cover for Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, shall be at least ratably equal to the Revolving Credit Exposure’s and Term Loans’ ratable share of the aggregate prepayment and reduction of Other Pari Passu Secured Indebtedness and (based on ii) if, within five Business Days of the outstanding principal amount Notice Date (and/or at such other times as the Borrower has knowledge of such Indebtedness) as to payments of Loans in relation to Other Covered IndebtednessBorrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan)Notice Date, then such prepayment (and cover for Letters of Credit) or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during cured within such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (FS Energy & Power Fund)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among cured; provided that the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal aggregate amount of such Indebtedness) as to payments prepayment of Loans in relation shall be at least equal to Other the Revolving Percentage times the aggregate prepayment of the Covered Indebtedness)Debt Amount; provided, however that if within such 5 Business Day periodbusiness days of the occurrence of any Borrowing Base Deficiency, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e)plan. Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-30- Business Day period), it is shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that any Financial Officer of the amount of total Credit Exposure exceeds Borrower shall on any date have actual knowledge that there is a Borrowing Base Deficiency (such date, the total Commitments“Notice Date”), the Borrower shall prepay the Loans pursuant to Section 2.09(a) (and, to the extent necessary, or provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Pari Passu Secured Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount, in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured, provided that (and, as among i) the aggregate amount of such prepayment of Loans (and cover for Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, shall be at least ratably equal to the Revolving Credit Exposure’s and Term Loans’ ratable share of the aggregate prepayment and reduction of Other Pari Passu Secured Indebtednessapplied on a pro rata basis to all Loans and (based on ii) if, within five Business Days of the outstanding principal amount Notice Date (and/or at such other times as the Borrower has knowledge of such Indebtedness) as to payments of Loans in relation to Other Covered IndebtednessBorrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan)Notice Date, then such prepayment (and cover for Letters of Credit) or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during cured within such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Amendment No. 1 and Waiver (FS Energy & Power Fund)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total CommitmentsDollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the 000000000000.00.XXXXXXXX US\20318313.19 Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (andcured; provided, that as among the Loans (and Letters of Credit) on the one hand and the Other Covered Indebtedness that is Secured Longer-Term Indebtednesson the other hand, such prepayment shall be at least ratably ratable (based on the outstanding principal amount of such Indebtedness) as to payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but x) if such Borrowing Base Deficiency is a direct result of an incurrence of Indebtedness or issuance of letters of credit under the Revolving Credit Facility immediately after giving effect to which the Covered Debt Amount exceeded the Borrowing Base (as set forth in no event later than 5 Business Daysthe most recent Borrowing Base Certificate delivered to the Administrative Agent and adjusted for subsequent acquisitions and dispositions of assets in the Borrowing Base), the Borrower shall either prepay (x) the Loans (andLoans, to reduce amounts owed under the extent necessary, provide cover for Letters of Revolving Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured Facility or (y) the Loans and the Other Covered Secured Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount, in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured within three Business Days after such Borrowing Base Deficiency arose and (andy) in all other cases (including as a result of any Asset Sale), as among the Loans (and Letters of Credit) and Borrower shall prepay the Loans, reduce amounts owed under the Revolving Credit Facility or reduce Other Covered Secured Indebtedness that is Secured Longer-Term Indebtednessincluded in the Covered Debt Amount, in such amounts as shall be necessary so that such Borrowing Base Deficiency is cured within five Business Days, provided that, in the case of this subclause (y), if (i) within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at least ratably (based on such other times as the outstanding principal amount Borrower has knowledge of such Indebtedness) as to payments of Loans in relation to Other Covered IndebtednessBorrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory certificate of a Financial Officer indicating its intention to the Administrative Agent, that will enable any cure such Borrowing Base Deficiency to be cured within 30 15 Business Days of the occurrence of such Borrowing Base Deficiency (which 3015-Business Day cure period shall include the 5 five Business Days permitted for delivery of such plan)officers’ certificate) and (ii) such Borrowing Base Deficiency is actually cured within such 15-Business Day period, then such prepayment or reduction shall not be required to be effected in accordance with such plan (subject, it being understood that for the avoidance purposes of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect determined after giving effect to compliance with Section 5.13(epending trades at such time and assuming that such trades have settled). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Term Loan Credit Agreement (Corporate Capital Trust, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.,
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, but subject to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than within 5 Business Days), the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan that is reasonably satisfactory acceptable to the Administrative Agent, Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b2.08(c)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-5 Business Day period (or, if applicable, such 30-30- Business Day period), it shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Medley Capital Corp)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount Within sixty (60) days of total Credit Exposure exceeds the total Commitmentsany Deficiency Reporting Date, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (andcured, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present presents, within fifteen (15) days of such Deficiency Reporting Date, to the Administrative Agent a reasonably feasible plan, which reasonable plan is reasonably satisfactory prepared in good faith to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days ninety (90) days of such Deficiency Reporting Date, then, subject to the consent of the occurrence Agent (which consent shall not be unreasonably withheld), the Borrower shall have ninety (90) days of such Deficiency Reporting Date to cure such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan)and if so cured, then such prepayment or reduction shall not be effected required hereunder other than in accordance with such plan (subject, for with such modifications as the Borrower may reasonably determine). For the avoidance of doubt, it is understood and agreed that during such 90-day or 60-day period, as applicable, prior to any cure of the limitations as to Borrowing Base Deficiency, the allocation existence of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is shall not for any purpose be considered a Default or Event of Default hereunder. In the event that the provisions of Section 5.11(b)(ii)(B) result of the failure in a re-calculation of the Borrowing Base and such re-calculation causes the Borrower to include the minimum Senior Investments required pursuant to Section 5.13(e) because of have a change in either (i) the ratio of the Gross Borrowing Base Deficiency, then all references in this clause (c) to the Senior Debt Amount or (ii) Deficiency Reporting Date shall instead be deemed to apply to the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event date that the Borrowing Base Deficiency is not cured prior Special Independent Appraiser furnishes its determinations of Value to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VIIBorrower.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (andcured, as among provided that the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal aggregate amount of such Indebtedness) as to payments prepayment of Loans in relation shall be at least equal to Other the Revolving Percentage times the aggregate prepayment of the Covered Indebtedness); Debt Amount, provided, however that if within such 5 Business Day periodbusiness days of the occurrence of any Borrowing Base Deficiency, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e)plan. Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day periodPeriod. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-30- Business Day period), it is shall constitute an Event of Default under clause (a) of Article VIIVIII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that (and, as among i) the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal aggregate amount of such Indebtedness) as to payments prepayment of Loans in relation shall be at least equal to Other the Revolving Percentage times the aggregate prepayment of the Covered Indebtedness); providedDebt Amount, that if and (ii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory (determined by the Borrower in good faith) to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 ten (10) Business Days of the occurrence of such Borrowing Base Deficiency (which 3010-Business Day period shall include the 5 five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(ecured within such ten (10)-Business Day period; provided, further, that, if, within five (5) because of a change in either Business Days (i) the ratio of the Gross Borrowing Base or to the Senior Debt Amount or extent the Borrower delivers a plan to the Administrative Agent in accordance with clause (ii) the Relevant Asset Coverage Ratioabove, ten (10) Business Days) after delivery of a Borrowing Base Certificate demonstrating such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoingBorrowing Base Deficiency, the Borrower shall pay interest present the Administrative Agent with a reasonably feasible plan acceptable to the Administrative Agent in its sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30)-Business Day period shall include the five (5) or ten (10) Business Days, as applicable, permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with Section 2.11(c) for such plan (with such modifications as the Borrower may reasonably determine), so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of within such 5-Business Day period thirty (or, if applicable, such 30-Business 30)-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.. 60 Revolving Credit Agreement
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly exist (but in no event later than 5 Business Daysafter giving effect to any re-designation of Term Loan First Priority Collateral or Shared Collateral as Revolver First Priority Collateral), the Borrower shall either prepay the Loans, or reduce Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(h) (x) the Loans (andin each case, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount), in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that (and, as among i) the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal aggregate amount of such Indebtedness) as to payments prepayment of Loans in relation shall be at least equal to Other Covered Indebtednessthe Revolving Credit Exposure’s ratable share of the aggregate prepayment and reduction of Permitted Indebtedness and of Indebtedness incurred pursuant to Section 6.01(h) and (ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 five Business Days permitted for delivery of such plan), then the Borrower shall use all commercially reasonable efforts to effectuate such plan and such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during cured within such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (American Capital, LTD)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay (x) the Loans (and, to the extent necessary, or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.04(k2.05(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness that is Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that, if the Borrower (andx) chooses, as among by written notice to the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if Administrative Agent within such 5 five (5) Business Day period, to make such repayment by means of a Capital Call (which notice shall include a certification by a Financial Officer that the uncalled capital commitments of the Borrower at such time, excluding uncalled capital commitments of Defaulted Investors, exceed the amount of such Borrowing Base Deficiency), the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 have thirty (30) Business Days of to cure the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 five (5) Business Days permitted for delivery of such written notice to the Administrative Agent) and (y) makes the Capital Call to its Investors (as defined in the Guarantee and Security Agreement) within ten (10) Business Days of the date of notice to the Administrative Agent (and provides the Administrative Agent with written evidence of the Capital Call notice within two (2) Business Days of such notice being sent); and provided further that (i) the aggregate amount of such prepayment of Loans (and Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency, the Borrower shall present the Lenders with a reasonably feasible plan (other than the use of a Capital Call as described above) acceptable to the Required Lenders in their sole discretion to enable such Borrowing Base Deficiency to be cured within 30 Business Days (which 30-Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for the avoidance of doubt, to the limitations so long as to the allocation of such prepayments set forth above in this Section 2.09(b)); provided further, that to the extent such Borrowing Base Deficiency is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio, such 30-Business Day period shall be extended by an additional 15 Business Days solely with respect to compliance with Section 5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during cured within such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.50 Revolving Credit Agreement
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (NF Investment Corp.)
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the reduce Other Covered Indebtedness or any other Indebtedness that is Secured Longer-Term Indebtedness included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured cured; provided that (and, as among i) the Loans (and Letters of Credit) and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least ratably (based on the outstanding principal aggregate amount of such Indebtedness) as to payments prepayment of Loans in relation shall be at least equal to Other the Revolving Percentage times the aggregate prepayment of the Covered Indebtedness); providedDebt Amount, that if and (ii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such 5 Business Day periodBorrowing Base Deficiency, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory (determined by the Borrower in good faith) to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 thirty (30) Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30-) Business Day period shall include the 5 be subject to extension beyond 30 Business Days permitted for with the consent of the Administrative Agent in its sole discretion) after delivery of such plan)the applicable Borrowing Base Certificate, then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (subjectwith such modifications as the Borrower may reasonably determine), for so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period (or such extended period consented to by the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above Administrative Agent in this Section 2.09(b)its sole discretion); provided provided, further, that solely to the extent such Borrowing Base Deficiency is due to a result failure to satisfy the requirements of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(e5.13(hi) because as a consequence of a change in either (ix) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (iiy) the Relevant Asset Coverage RatioRatio from one (1) quarterly period to the next, such thirty (30-) Business Day period shall be extended by an additional 15 to a forty-five (45) Business Days Day period solely with respect to compliance with Section 5.13(e5.13(hi). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Prospect Floating Rate & Alternative Income Fund, Inc.)
