Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d).
Appears in 4 contracts
Samples: Senior Secured Credit Agreement (SLR Investment Corp.), Senior Secured Credit Agreement (SLR Investment Corp.), Senior Secured Credit Agreement (Solar Capital Ltd.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (it being understood that none of: (w) the conversion features under convertible notes; (x) the triggering and/or settlement thereof; or (y) any cash payment made in respect thereof, shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest” within the meaning of this clause (a)); (b) payments and prepayments of Secured Longer-Term Indebtedness thereof required to comply with requirements of Section 2.10(c), (c) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); and (d) voluntary payments and or prepayments of Secured Longer-Term Indebtedness or and Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the BorrowerIndebtedness, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, voluntary payment or prepayment (i) no Default shall have occurred and be continuing and the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07, (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)) and (iii) no Default shall exist or be continuing.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement, Senior Secured Revolving Credit Agreement (Carlyle GMS Finance, Inc.), Senior Secured Revolving Credit Agreement (NF Investment Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness, ; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); and
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c)and/or Permitted Indebtedness, (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, voluntary payment or prepayment (i) no Default shall have occurred and be continuing the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) if such payment were treated as a “Restricted Payment” for the purposes no Default or Event of determining compliance with Section 6.05(d), such payment would Default shall exist or be permitted to be made under Section 6.05(d)continuing.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (it being understood that none of: (w) the conversion features under convertible notes; (x) the triggering and/or settlement thereof; or (y) any cash payment made in respect thereof, shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest” within the meaning of this clause (a)); (b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); and (c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c)Indebtedness, (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)continuing.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (New Mountain Finance Corp), Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.), Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than (i) the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01 or (ii) prior to the occurrence of the Commitment Termination Date, with the proceeds of any issuance of Equity Interests), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness, ; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); and
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c)and/or Permitted Indebtedness, (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, voluntary payment or prepayment (i) no Default shall have occurred and be continuing the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) if such payment were treated as a “Restricted Payment” for the purposes no Default or Event of determining compliance with Section 6.05(d), such payment would Default shall exist or be permitted to be made under Section 6.05(d)continuing.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b) and (c)), except for (a) regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)), or (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.08(c).
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)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness, ; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); and
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c)and/or Permitted Indebtedness, (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, voluntary payment or prepayment (i) no Default shall have occurred and be continuing the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) if such payment were treated as a “Restricted Payment” for the purposes no Default or Event of determining compliance with Section 6.05(d), such payment would Default shall exist or be permitted to be made under Section 6.05(d)continuing.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b)(ii) and (c), (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans), or (iii) the 2019 Notes and the 2024 Notes, which are addressed in Section 6.13 below), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 3 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)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than SBIC Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the 2024 Notes, the 2026 Notes and the 2026-2 Notes) with Indebtedness permitted under Section 6.016.01(b) and (c) or with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Capital Southwest Corp), Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b)(ii) and (c) and (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.), Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), ) or (c) payments and prepayments any such purchase, redemption, retirement, acquisition or other payment described above, in each case to the extent the consideration therefor consists of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests Equity Interests of the Borrower, or (d) other payments and prepayments so long as at ; provided that nothing in this Section 6.12 shall prohibit “pay-in-kind” interest by adding accrued interest to the time principal amount of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)applicable Indebtedness.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (BlackRock Kelso Capital CORP), Senior Secured Revolving Credit Agreement (BlackRock Kelso Capital CORP)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than SBIC Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b) and (c) or with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.08(b).
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Capital Southwest Corp), Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than (i) the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01, or (ii) with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to repay Loans), except for (a) regularly scheduled payments, prepayments or redemptions of principal payments and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(c).
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (FS Investment CORP), Senior Secured Revolving Credit Agreement (FS Investment Corp II)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than (i) the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01 or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness, ; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such 742026061 21680120750959138 21680120 Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default or Event of Default shall exist or be continuing;
(d) mandatory payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness in Cash (including any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.10(cany conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment (ci) no Default or Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base; and
(e) payments and or prepayments of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness with or Special Permitted Indebtedness prior to the Extended Commitment Termination Date solely from the proceeds of any offer and sale issuance of equity interests of the BorrowerEquity Interests, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, payment (i) no Default or Event of Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes Covered Debt Amount does not exceed 90% of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured of Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness Capital Call Facility with Indebtedness permitted under Section 6.016.01(b) and (c) and (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) any payments and prepayments of Secured Longer-Term Indebtedness required the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to comply with requirements of Section 2.10(c), (c) make payments and or prepayments of Secured Longer-Term Indebtedness the Capital Call Facility at any time that a default or Unsecured Longer-Term Indebtedness with the proceeds event of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have default has occurred and be is continuing and (ii) if under such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)Capital Call Facility.
Appears in 1 contract
Samples: Revolving Credit Agreement (Barings Capital Investment Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01), except for for
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing;
(d) mandatory payments, required prepayments or mandatory redemptions of convertible notes constituting Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness in Cash (including any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.10(cany conversion at the option of any holder of convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment (ci) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base; and
(e) payments and or prepayments of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness with or Special Unsecured Indebtedness solely from the proceeds of any offer and sale issuance of equity interests of the BorrowerEquity Interests, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, payment (i) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d)Covered Debt Amount does not exceed the Borrowing Base. Notwithstanding anything herein to the contrary, such payment would in no event shall any Obligor be permitted to be made under Section 6.05(d).prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if, immediately after giving effect thereto, the Covered Debt Amount would exceed the Borrowing Base. 121 Revolving Credit Agreement
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (it being understood that none of: (w) the conversion features under convertible notes; (x) the triggering and/or settlement thereof; or (y) any cash payment made in respect thereof, shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest” within the meaning of this clause (a)); (b) payments and prepayments of Secured Longer-Term Indebtedness thereof required to comply with requirements of Section 2.10(c), (c) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); and (d) voluntary payments and or prepayments of Secured Longer-Term Indebtedness or and Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the BorrowerIndebtedness, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, voluntary payment or prepayment (i) no Default shall have occurred and be continuing and the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07, (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), US-DOCS\81066382.481066382.11 such payment would be permitted to be made under Section 6.05(d)) and (iii) no Default shall exist or be continuing.
Appears in 1 contract
Samples: Credit Agreement (TCG Bdc, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term 103 Revolving Credit Agreement Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (it being understood that none of: (w) the conversion features under convertible notes; (x) the triggering and/or settlement thereof; or (y) any cash payment made in respect thereof, shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest” within the meaning of this clause (a)); (b) payments and prepayments of Secured Longer-Term Indebtedness thereof required to comply with requirements of Section 2.10(c), (c) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); and (d) voluntary payments and or prepayments of Secured Longer-Term Indebtedness or and Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the BorrowerIndebtedness, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, voluntary payment or prepayment (i) no Default shall have occurred and be continuing and the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07, (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)) and (iii) no Default shall exist or be continuing.
Appears in 1 contract
Samples: Credit Agreement (TCG Bdc, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b)(ii) and (c) or, (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans) and (iii) any Additional Notes, which are addressed in Section 6.13 below), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing; 107 Revolving Credit Agreement
(d) mandatory payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness in Cash (including any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.10(cany conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment (ci) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base; and
(e) payments and or prepayments of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness with or Special Unsecured Indebtedness solely from the proceeds of any offer and sale issuance of equity interests of Equity Interests prior to the BorrowerCommitment Termination Date, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, payment (i) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes Covered Debt Amount does not exceed 90% of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b)(ii), (c) and (k) and (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c2.09(b), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d).. SECTION 6.13
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings Capital Investment Corp)
Payments of Longer-Term Indebtedness. The Borrower Company will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.0110.1), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c)) of the Senior Secured Credit Agreement, (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the BorrowerCompany, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d10.5(d), such payment would be permitted to be made under Section 6.05(d10.5(d).
Appears in 1 contract
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b)(ii) and (c), (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans), or and (iii) the 2025 Notes, 2027 Notes or any Additional Notes, which are addressed in Section 6.13 below), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, of any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with (i) other Unsecured Longer-Term Indebtedness permitted under Section 6.016.01 or (ii) with the proceeds of any issuance of Equity Interests), except for (a) regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (b) payments Indebtedness and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests payment when due of the Borrower, or types of fees and expenses that are customarily paid in connection with such Indebtedness (dit being understood that: (w) other payments and prepayments so long as at the time conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing conversion and/or settlement thereof solely with Permitted Equity Interests; and (iiy) if any cash payment on account of interest or expenses on such payment were treated as a “Restricted Payment” for convertible notes made by the purposes Borrower in respect of determining compliance with Section 6.05(d)such triggering and/or settlement thereof, such payment would shall be permitted to be made under this Section 6.05(d6.12).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Credit Suisse Park View BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than SBIC Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the Notes) with Indebtedness permitted under Section 6.016.01(b) and (c) or with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (it being understood that none of: (w) the conversion features under convertible notes; (x) the triggering and/or settlement thereof; or (y) any cash payment made in respect thereof, shall constitute a “regularly scheduled payment, prepayment or 92 Revolving Credit Agreement redemption of principal and interest” within the meaning of this clause (a)); (b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); and (c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c)Indebtedness, (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)continuing.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing;
(d) mandatory payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness in Cash (including any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.10(cany conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment (ci) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base; and
(e) payments and or prepayments of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness with or Special Unsecured Indebtedness solely from the proceeds of any offer and sale issuance of equity interests of Equity Interests prior to the BorrowerCommitment Termination Date, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, payment (i) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes Covered Debt Amount does not exceed 90% of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d).the Borrowing Base. 103 Revolving Credit Agreement
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof shall be permitted under this clause (a)); 108 Revolving Credit Agreement
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing;
(d) mandatory payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness in Cash (including any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.10(cany conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment (ci) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base; and
(e) payments and or prepayments of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness with or Special Unsecured Indebtedness solely from the proceeds of any offer and sale issuance of equity interests of Equity Interests prior to the BorrowerCommitment Termination Date, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, payment (i) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes Covered Debt Amount does not exceed 90% of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing;
(d) mandatory payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness in Cash (including any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.10(cany conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment (ci) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base; and 113 Revolving Credit Agreement
(e) payments and or prepayments of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness with or Special Unsecured Indebtedness solely from the proceeds of any offer and sale issuance of equity interests of the BorrowerEquity Interests, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, payment (i) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes Covered Debt Amount does not exceed 90% of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b)(ii) and (c) or (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans)), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Longer-Term Indebtedness (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b)(ii) Section 6.01(c)(i) and Section 6.01(c)(ii) and (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans or Cash Collateralize Letters of Credit), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c2.09(b), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d).
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Barings BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries other Obligor to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Other Secured Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness, Other Secured Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (b) payments and prepayments of Secured Longer-Term Indebtedness required in order to comply with requirements of Section 2.10(c), ) and (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be Specified Debt Payments permitted to be made under Section 6.05(d6.13; provided that, in the case of the foregoing clauses (a) and (c), in no event shall any Obligor be permitted to so prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness, including any cash settlement of convertible debt, if after giving effect thereto, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b)(ii) and (c), (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans), or (iii) the 2019 Notes, which are addressed in Section 6.13 below), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof shall be permitted under this clause (a)); (b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); (c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing; (d) mandatory payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness in Cash (including any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.10(cany conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment (ci) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base; and (e) payments and or prepayments of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness with or Special Unsecured Indebtedness solely from the proceeds of any offer and sale issuance of equity interests of the BorrowerEquity Interests, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, TO SUCH PAYMENT (iI) no Default shall have occurred and be continuing and NO DEFAULT SHALL EXIST OR BE CONTINUING AND (iiII) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)THE COVERED DEBT AMOUNT DOES NOT EXCEED THE BORROWING BASE.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notesPermitted Convertible Indebtedness, ; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 2.10(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness thereof required to comply with the proceeds requirements of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d2.10(c), such payment would be permitted to be made under Section 6.05(d).;
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Kayne Anderson BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal principal, interest, fees and interest other amounts in respect thereof required pursuant to the instruments documents evidencing or governing such Indebtedness, (it being understood that none of: (w) the conversion features under convertible notes; (x) the triggering and/or settlement thereof; or (y) any cash payment made in respect thereof, shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest” within the meaning of this clause (a));
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); and
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c)Indebtedness, (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)continuing.
Appears in 1 contract
Samples: Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than (i) the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.016.01 or (ii) with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to prepay Loans), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d).of
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries other Obligor to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Other Secured Indebtedness, Unsecured Longer-Term Indebtedness or any other Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness, Other Secured Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (b) payments and prepayments of Secured Longer-Term Indebtedness required in order to comply with requirements of Section 2.10(c), (c) payments Specified Debt Payments permitted to be made under Section 6.13, and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have or Event of Default has occurred and be is continuing and (ii) if such payment or prepayment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment or prepayment would be permitted to be made under Section 6.05(d); provided that, in the case of the foregoing clauses (a) and (c), in no event shall any Obligor be permitted to so prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness, including any cash settlement of convertible debt, if after giving effect thereto, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness (it being understood that none of: (w) the conversion features under convertible notes; (x) the triggering and/or settlement thereof; or (y) any cash payment made in respect thereof, shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest” within the meaning of this clause (a)), or (b) voluntary payments and or prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c)701007202 11262547 92 Revolving Credit Agreement Indebtedness, (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, voluntary payment or prepayment (i) no Default shall have occurred and be continuing the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) if such payment were treated as a “Restricted Payment” for the purposes no Default or Event of determining compliance with Section 6.05(d), such payment would Default shall exist or be permitted to be made under Section 6.05(d)continuing.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness, with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof shall be permitted under this clause (a)); (b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); (c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing; (d) mandatory payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness in Cash (including any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.10(cany conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment (ci) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base; and (e) payments and or prepayments of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness with or Special Unsecured Indebtedness solely from the proceeds of any offer and sale issuance of equity interests of the BorrowerEquity Interests, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, payment (i) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes Covered Debt Amount does not exceed 90% of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than (i) the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.016.01 or (ii) with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to prepay Loans), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c2.09(b), or (c) payments and prepayments repurchase of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness, including, but not limited to the proceeds of any offer and sale of equity interests of the Borrower2016 Notes, or (d) other payments and prepayments from time to time, so long as at the time (i) both before and after giving effect to any such repurchase, there is no Default or Event of Default, and immediately (ii) after giving effect to such paymentrepurchase, (i) no Default shall have occurred the Borrower has not drawn more than 65% of the total Commitments and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes Covered Debt Amount does not exceed 65% of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or or, Unsecured Longer-Term Indebtedness or Specified Notes (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness or or, Unsecured Longer-Term Indebtedness or Specified Notes with Indebtedness permitted under Section 6.016.01(b)(ii) and (c) and (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, not purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, of any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with (i) Indebtedness permitted under Section 6.015.02(q) or (ii) with the proceeds of any issuance of Equity Securities), except for (a) for, so long as no Default or Event of Default exists at the time of such payment or would result therefrom, regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (b) payments Indebtedness and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests payment when due of the Borrowertypes of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (A) the conversion features under convertible notes; (B) the triggering and/or settlement thereof and (C) any cash payment on account of fractional shares made in respect thereof, or (dshall be permitted) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default or Event of Default shall have occurred and exist or be continuing and (ii) continuing, any payment that, if such payment were treated as a “Restricted Payment” Payment for the purposes of determining compliance with Section 6.05(d5.2(e)(iii), such payment would be permitted to be made under pursuant to the provisions set forth in Section 6.05(d5.2(e)(iii).
Appears in 1 contract
Samples: Loan and Security Agreement (Crescent Capital BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing; 116 Revolving Credit Agreement
(d) mandatory payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness in Cash (including any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.10(cany conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment (ci) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base; and
(e) payments and or prepayments of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness with or Special Unsecured Indebtedness solely from the proceeds of any offer and sale issuance of equity interests of the BorrowerEquity Interests, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, payment (i) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes Covered Debt Amount does not exceed 90% of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01), except for for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing;
(d) mandatory payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness in Cash (including any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.10(cany conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment (ci) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base; and
(e) payments and or prepayments of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness with or Special Unsecured Indebtedness solely from the proceeds of any offer and sale issuance of equity interests of the BorrowerEquity Interests, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, payment (i) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes Covered Debt Amount does not exceed 90% of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than (i) the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b) and (c) or (ii) with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)); (b) that any time prior to the date that is nine (9) months prior to the Revolver Termination Date, the Borrower shall be permitted to pay in Cash the principal of any Indebtedness that is convertible into Permitted Equity Interests; provided that (A) the aggregate amount of all such payments collectively does not exceed $60,000,000, and (B) with respect to each such payment, (1) immediately prior to and after giving effect to such payment no Default shall have occurred and be continuing, (2) at the time of such payment the Covered Debt Amount does not exceed 80% of the Borrowing Base calculated on a pro forma basis after giving effect to such payment, (3) the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as of the date such payment is made demonstrating compliance with the foregoing after giving effect to such payment, (4) after giving effect to such payment, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e) and, on the date of such payment, the Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect and (5) such payment is being made solely at the option of the Borrower and is not required to be made by the Borrower pursuant to the terms of such Indebtedness or otherwise, or (c) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.08(b).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Capitala Finance Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof shall be permitted under this clause (a)); (b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); (c) voluntary payments and or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing; (d) mandatory payments, required prepayments or mandatory redemptions of convertible notes constituting Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness in Cash (including any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.10(cany conversion at the option of any holder of convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment (ci) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base; and (e) payments and or prepayments of Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness with or Special Unsecured Indebtedness solely from the proceeds of any offer and sale issuance of equity interests of the BorrowerEquity Interests, or (d) other payments and prepayments so long as at the time of both before and immediately after giving effect to such payment, payment (i) no Default shall have occurred and exist or be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d)Covered Debt Amount does not exceed the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness Specified Notes with Indebtedness permitted under Section 6.016.01(b)(ii) and (c) and (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries and Immaterial Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), or (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d).
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Solar Capital Ltd.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than SBIC Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the 2024 Notes and the 2026 Notes) with Indebtedness permitted under Section 6.016.01(b) and (c) or with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b)(ii) and (c), (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans), or (iii) the 2025 Notes, which are addressed in Section 6.13 below), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries other Obligor to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer‑Term Indebtedness, Other Secured Indebtedness, Unsecured Longer-Term Indebtedness or Unsecured Longer-Term any other Indebtedness (other than (i) the refinancing of Secured Longer-Term Indebtedness, Other Secured Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01, or (ii) with the proceeds of any issuance of Equity Interests), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)), (b) payments and prepayments of Secured Longer-Term Indebtedness required in order to comply with requirements of Section 2.10(c), (c) payments Specified Debt Payments permitted to be made under Section 6.13, and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have or Event of Default has occurred and be is continuing and (ii) if such payment or prepayment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment or prepayment would be permitted to be made under Section 6.05(d); provided that, in the case of the foregoing clauses (a) and (c), in no event shall any Obligor be permitted to so prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness, including any cash settlement of convertible debt, if after giving effect thereto, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with 000000000000.00.XXXXXXXX US\20318313.19 Indebtedness permitted under Section 6.016.01(b)(ii) and (c) and (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d2.09(b).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of (i) to refinance any such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.016.01(b)(ii) and (c) and (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans), except for (a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such IndebtednessIndebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) or (b) for payments and prepayments of Secured Longer-Longer- Term Indebtedness required to comply with requirements of Section 2.10(c2.09(b), (c) payments and prepayments of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with the proceeds of any offer and sale of equity interests of the Borrower, or (d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d).. SECTION 6.13
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
