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 or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(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 (a) for regularly scheduled payments of 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 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 (x) Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Barings Capital Investment Corp), Senior Secured Revolving Credit Agreement (Barings Capital 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 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 Permitted Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Permitted Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(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 Loans6.01), except for (a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes Permitted Convertible Indebtedness made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or ), (b) for voluntary payments and or prepayments of (x) Secured Longer-Term Indebtedness required and/or Permitted Indebtedness, so long as both before and after giving effect to comply such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with requirements the financial covenants set forth in Section 6.07 and (ii) no Default or Event of Default shall exist or be continuing or (c) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not 6.05(d), would be used permitted to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, be made pursuant to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facilityprovisions set forth in Section 6.05(d).
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp), 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 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 or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of Secured Longer-Term Indebtednessof, any Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any Unsecured Longer-Term Indebtedness (other than the 2023 Notes) in full or in part with Indebtedness permitted under Section 6.01(c) (such Secured Indebtedness permitted under Section 6.01(c), “Refinancing Indebtedness”); provided that the Borrower may, at its option, use all or a portion of the proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder or for any other purpose permitted hereunder and, within 90 calendar days after the incurrence of such Refinancing Indebtedness, the Borrower may prepay Unsecured Longer-Term Indebtedness (other than the 2023 Notes or Refinancing Indebtedness) in an amount not to exceed the principal amount of such incurred Refinancing Indebtedness so long as, with respect to a prepayment pursuant to this proviso, (i) no Default exists as of the date of such prepayment of such Unsecured Longer-Term Indebtedness (or immediately after giving to such prepayment), (ii) the Covered Debt Amount does not exceed 80% of the Borrowing Base calculated on a pro forma basis after giving effect to such prepayment of such Unsecured Longer-Term Indebtedness, and (iii) prior to and immediately after giving effect to such prepayment of such Unsecured Longer-Term Indebtedness, the Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e), (ii) to prepay any Unsecured Longer-Term Indebtedness (other than the 2023 Notes) in full or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii), (c) and (k) and (ii) in part with the proceeds of any issuance of Equity Interests (in each case with respect to clauses (i) and (iiiii) of this Section 6.12 to the extent not required to be used to repay Loans), except (a) for regularly scheduled payments or prepayments of 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 (wx) the conversion features into Permitted Equity Interests under convertible notes, notes and (xy) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, and (y) any cash payment on account except in the case of interest expense or expenses on such convertible notes made by the Borrower fractional shares (which may be payable in respect of such triggering and/or settlement thereofcash), shall be permitted under this clause (aSection 6.12(a)) or (b) for payments and prepayments of (x) Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility).
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp), Senior Secured Revolving Credit Agreement (FIDUS 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 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, Special Permitted Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness, Special Permitted 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 (excluding regularly scheduled payments of principal on Permitted Amortizing Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (iSpecial Permitted Indebtedness) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(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 (a) for regularly scheduled payments of 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes Permitted Convertible Indebtedness made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or ), (b) for voluntary payments and or prepayments of (x) Secured Longer-Term Indebtedness required and regularly scheduled payments of principal of Permitted Amortizing Unsecured Longer-Term Indebtedness and Special Permitted Indebtedness, so long as both before and after giving effect to comply such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with requirements the financial covenants set forth in Section 6.07 and (ii) no Default or Event of Default shall exist or be continuing or (c) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not 6.05(d), would be used permitted to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, be made pursuant to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facilityprovisions set forth in Section 6.05(d).
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp), 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 or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of of, any Secured Longer-Term Indebtedness, Indebtedness or Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such the refinancing of Secured Longer-Term Indebtedness, Indebtedness or Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii), (c) and (k) and 6.01 or (ii) prior to the occurrence of the Commitment Termination Date, 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 LoansInterests), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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, thereof shall be permitted under this clause (a)) or );
(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 (x) Secured Longer-Term Indebtedness required and/or Permitted Indebtedness, so long as both before and after giving effect to comply with requirements of Section 2.09(b) such voluntary payment or prepayment (yi) the Capital Call Facility; provided that proceeds 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 be paid in connection with the settlement by the Borrower of any 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 (i) no Default or Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Loans hereunder shall not be used to make Borrowing Base; and
(e) payments or prepayments of the Capital Call Facility at any time that an event of default (orSecured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness prior to the knowledge Commitment Termination Date solely from the proceeds of any Financial Officerissuance of Equity Interests, a defaultso long as both before and after giving effect to such payment (i) has occurred no Default or Event of Default shall exist or be continuing and is continuing under (ii) the Capital Call FacilityCovered Debt Amount does not exceed 90% of 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 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 139 Revolving Credit Agreement purchase, redemption, retirement or other acquisition 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, Special Unsecured Indebtedness, Permitted Advisor Loan or any other Indebtedness not then included in the Covered Debt Amount (other than (x) payments and prepayments under the Permitted Advisor Loan pursuant to Section 6.05(e) or (y) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness, Permitted Advisor Loan or such other Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii)6.01 (including, (cfor the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) and (k) and (ii) or 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 LoansBorrower or any of its Subsidiaries), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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, thereof shall be permitted under this clause (a)) or );
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment, prepayment, retirement, repurchase, acquisition or redemption that, if it were deemed to be a Restricted Payment for purposes of Section 6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(e);
(c) other payments, purchases, redemptions, retirements, acquisitions or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Specified Default or Event or Event of Default shall exist or be continuing;
(d) mandatory payments, required prepayments, retirements or mandatory redemptions of any Unsecured Longer-Term Indebtedness (other than any Permitted Advisor Loan) or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any 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, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base;
(e) payments, purchases, redemptions, retirements, acquisitions or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness (other than any Permitted Advisor Loan) or Special Unsecured Indebtedness solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment, 140 Revolving Credit Agreement and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Specified Default or Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base;
(f) voluntary payments and prepayments with respect to any Permitted Advisor Loan so long as both before and after giving effect to such voluntary payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction (i) no Specified Default or Event of Default shall have occurred and be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(g) payments and prepayments of Contingent Secured Indebtedness so long as both before and after giving effect to such payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (xi) Secured Longer-Term Indebtedness no Event of Default or event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default under clause (b) or (i) of Article VII shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base and (iii) no Contingent Borrowing Base Deficiency shall have occurred and be continuing; and
(h) payments, purchases, redemptions, retirements, acquisitions or prepayments required to comply with requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility2.10(c).
Appears in 1 contract
Samples: Revolving Credit Agreement (Barings Private Credit 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 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, Contingent Secured Indebtedness or Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Contingent Secured Indebtedness or Unsecured Longer-Term Termsuch Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii)6.01 (including, (cfor the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) and (k) and or (ii) prior to the occurrence of the Extended Commitment Termination Date, 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 LoansInterests), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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, thereof shall be permitted under this clause (a)) or );
(b) so long as no Specified 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(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments and or prepayments of (x) Secured Longer-Term Indebtedness required and/or Permitted Indebtedness, so long as both before andimmediately after giving effect to comply with requirements of Section 2.09(b) such voluntary payment or prepayment and any Concurrent Transaction, (yi) the Capital Call FacilityCovered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in SectionSections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist xxxxx be continuing; provided that proceeds and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, and after giving effect to any Concurrent Transaction, (i) at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing with respect to the applicable Borrower,, (ii) the Covered Debt Amount does not exceed the Borrowing Base, immediately after giving effect to such payment or prepayment, as applicable, and (iii) the Adjusted Gross Borrowing Base of the Loans hereunder shall not be used Borrower immediately after giving effect to make payments such payment or prepayments prepayment, as applicable, is at least 110% of the Capital Call Facility at any time that an event Covered Debt Amount of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call FacilityBorrower.;
Appears in 1 contract
Samples: 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 (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 or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of of, any Secured Longer-Term IndebtednessIndebtedness or, Unsecured Longer-Term Indebtedness or the Capital Call Facility 2021 Notes (other than (i) to refinance any such the refinancing of Secured Longer-Term Indebtedness, Indebtedness or Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii), 6.01(b) and (c) and (k) and or (ii) the refinancing of the 2021 Notes solely with the proceeds of any issuance of Equity Interests (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 LoansLoansnet cash proceeds of Unsecured Longer-Term Indebtedness permitted under Section 6.01(c)), except (a) for regularly scheduled payments of 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 that:; (b) for (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 (or fractional shares issued upon customary conversion provisions of 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 (bc) for payments and prepayments of (x) Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility2.08(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 or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of of, any Secured Longer-Term IndebtednessIndebtedness or, Unsecured Longer-Term Indebtedness or any Indebtedness not included in the Capital Call Facility Covered Debt Amount (other than (i) to refinance any such the refinancing of Secured Longer-Term IndebtednessIndebtedness or, Unsecured Longer-Term Indebtedness or Capital Call Facility such other Indebtedness with Indebtedness permitted under Section 6.01(b)(ii), (c) and (k) and 6.01 or (ii) prior to the occurrence of the Extended Commitment Termination Date, 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 LoansInterests), except for:
(a) for regularly scheduled payments payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness 763013574 21680120763013574.7 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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, thereof shall be permitted under this clause (a)) or );
(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 (x) Secured Longer-Term Indebtedness required and/or Permitted Indebtedness, so long as both before and after giving effect to comply with requirements of Section 2.09(b) such voluntary payment or prepayment (yi) the Capital Call Facility; provided that proceeds 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 be paid in connection with the settlement by the Borrower of any 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 (i) no Default or Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Loans hereunder shall not be used to make Borrowing Base; and
(e) payments or prepayments of the Capital Call Facility at any time that an event of default (orSecured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness prior to the knowledge Extended Commitment Termination Date solely from the proceeds of any Financial Officerissuance of Equity Interests, a defaultso long as both before and after giving effect to such payment (i) has occurred no Default or Event of Default shall exist or be continuing and is continuing under (ii) the Capital Call FacilityCovered Debt Amount does not exceed 90% of 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 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 or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Capital Call Facility Covered Debt Amount (other than (i) to refinance any the refinancing of such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii)6.01 (including, (cfor the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) and (k) and or (ii) prior to the occurrence of the Extended Commitment Termination Date, 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 LoansInterests), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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, thereof shall be permitted under this clause (a)) or );
(b) so long as no Specified 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(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments and or prepayments of (x) Secured Longer-Term Indebtedness required and/or Permitted Indebtedness, so long as immediately after giving effect to comply with requirements of Section 2.09(b) such voluntary payment or prepayment and any Concurrent Transaction, (yi) the Capital Call FacilityCovered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that proceeds that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Loans hereunder shall not be used to make payments or prepayments of Covered Debt Amount would exceed the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call FacilityBorrowing Base.
Appears in 1 contract
Samples: 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 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 142 purchase, redemption, retirement or other acquisition 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 of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or any other Indebtedness not included in the Capital Call Facility Covered Debt Amount (other than (i) to refinance any such the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or Capital Call Facility such other Indebtedness with Indebtedness permitted under Section 6.01(b)(ii6.01 (including for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary), (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 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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 and (z) any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a)) or );
(b) any payment, prepayment or redemption (other than any payment, prepayment or redemption of any Permitted Advisor Loan) that, if it were deemed to be a Restricted Payment for purposes of Section 6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments and or prepayments of (x) Secured Longer-Term Indebtedness required Indebtedness, so long as both before and after giving effect to comply with requirements of Section 2.09(b) such voluntary payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (yi) the Capital Call Facility; provided that proceeds 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 Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any 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, prepayment or redemption, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base;
(e) any payments and prepayments with respect to any Permitted Advisor Loan so long as, (i) at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transactions, no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Adjusted Gross Borrowing Base immediately after giving effect to such payment or prepayment, as applicable, is at least 115% of the Loans hereunder shall Covered Debt Amount and (iii) the Covered Debt Amount does not be used exceed the Borrowing Base; and 143
(f) at any time prior to make the Commitment Termination Date, payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness solely from the Capital Call Facility at proceeds of any time that an event issuance of default (or, Equity Interests. Notwithstanding anything herein to the knowledge contrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any Financial Officersuch Indebtedness if, a default) has occurred immediately after giving effect thereto and is continuing under any Concurrent Transaction, the Capital Call FacilityCovered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Bain Capital Private Credit)
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 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 Indebtedness or any other Indebtedness not included in the Covered Debt Amount (other than the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Capital Call Facility such other Indebtedness with Indebtedness permitted under Section 6.01(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 Loans6.01), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 or fractional shares on such convertible notes 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; and (z) any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a)) or );
(b) any payment, prepayment or redemption that, if it were deemed to be a Restricted Payment for purposes of Section 6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) payments and prepayments of (x) Secured Longer-Term Indebtedness thereof required to comply with requirements of Section 2.09(b2.10(c);
(d) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or Contingent Secured Indebtedness solely from the Capital Call Facility at proceeds of any time issuance of Equity Interests in excess of the amount, if any, that an event of default (or, is required to be used for required amortization under this Agreement after the Commitment Termination Date. Notwithstanding anything herein to the knowledge contrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any Financial Officersuch Indebtedness if, a default) has occurred immediately after giving effect thereto and is continuing under any Concurrent Transaction, the Capital Call FacilityCovered Debt Amount would exceed the Borrowing Base then in effect.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Varagon 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 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, Special Unsecured Indebtedness, Permitted Advisor Loan or any other Indebtedness not then included in the Covered Debt Amount (other than (x) payments and prepayments under the Permitted Advisor Loan pursuant to Section 6.05(e) or (y) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness, Permitted Advisor Loan or such other Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii)6.01 (including, (cfor the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) and (k) and (ii) or 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 LoansBorrower or any of its Subsidiaries), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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, thereof shall be permitted under this clause (a)) or );
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment, prepayment, retirement, repurchase, acquisition or redemption that, if it were deemed to be a Restricted Payment for purposes of Section 6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(e);
(c) other payments, purchases, redemptions, retirements, acquisitions or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Specified Default or Event or Event of Default shall exist or be continuing;
(d) mandatory payments, required prepayments, retirements or mandatory redemptions of any Unsecured Longer-Term Indebtedness (other than any Permitted Advisor Loan) or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any 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, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base;
(e) payments, purchases, redemptions, retirements, acquisitions or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness (other than any Permitted Advisor Loan) or Special Unsecured Indebtedness solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Specified Default or Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base;
(f) voluntary payments and prepayments with respect to any Permitted Advisor Loan so long as both before and after giving effect to such voluntary payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction (i) no Specified Default or Event of Default shall have occurred and be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(g) payments and prepayments of Contingent Secured Indebtedness so long as both before and after giving effect to such payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (xi) Secured Longer-Term Indebtedness required to comply with requirements no Event of Section 2.09(bDefault or event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default under clause (b) or (yi) of Article VII shall have occurred and be continuing, (ii) the Capital Call Facility; provided that proceeds of Covered Debt Amount does not exceed the Loans hereunder Borrowing Base and (iii) no Contingent Borrowing Base Deficiency shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has have occurred and is continuing under the Capital Call Facility.be continuing; and
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings Private Credit 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 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 150 Revolving Credit Agreement Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness, (other than (x) payments and prepayments under any Permitted Advisor Loan or (y) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness, or such other Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii)6.01 (including, (cfor the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) and (k) and (ii) or 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 LoansBorrower or any of its Subsidiaries), except for: (a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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 and (z) for the avoidance of doubt, any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a)) or ); (b) so long as no Default or Event of Default shall exist or be continuing, any payment, prepayment, retirement, repurchase, acquisition or redemption that, if it were deemed to be a Restricted Payment for payments and purposes of Section 6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); (c) other payments, purchases, redemptions, retirements, acquisitions or prepayments of (x) Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness (other than any payment or prepayment of any Permitted Advisor Loan) solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such voluntary payment or prepayment, and upon giving pro forma effect thereto, (i) the Covered Debt Amount does not exceed 90% of the Gross Borrowing Base and (ii) no Default or Event of Default shall exist or be continuing; (d) mandatory payments, required to comply with requirements prepayments, retirements, or mandatory redemptions of Section 2.09(bany convertible notes constituting Unsecured Longer-Term Indebtedness (other than any Permitted Advisor Loan) or Special Unsecured Indebtedness in Cash (yincluding any cash payment elected to be paid in connection with the settlement by the Borrower of any 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, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and (ii) the Capital Call FacilityCovered Debt Amount does not exceed the Borrowing Base; provided that proceeds of the Loans hereunder shall not be used to make (e) Voluntary payments or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction (i) the Capital Call Facility at any time that an event of default Borrower is in pro forma compliance with the financial covenant set forth in Section 6.07(c), (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility.ii)
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct 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 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, Special Permitted Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness, Special Permitted 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 (excluding regularly scheduled payments of principal on Permitted Amortizing Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (iSpecial Permitted Indebtedness) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(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 (a) for regularly scheduled payments of 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 108 Second Amended and Restated Revolving Credit Agreement such Indebtedness (it being understood that that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes Permitted Convertible Indebtedness made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or ), (b) for voluntary payments and or prepayments of (x) Secured Longer-Term Indebtedness required and regularly scheduled payments of principal of Permitted Amortizing Unsecured Longer-Term Indebtedness and Special Permitted Indebtedness, so long as both before and after giving effect to comply such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with requirements the financial covenants set forth in Section 6.07 and (ii) no Default or Event of Default shall exist or be continuing or (c) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not 6.05(d), would be used permitted to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, be made pursuant to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facilityprovisions set forth in Section 6.05(d).
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 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 Indebtedness or any other Indebtedness not included in the Covered Debt Amount (other than the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Capital Call Facility such other Indebtedness with Indebtedness permitted under Section 6.01(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 Loans6.01), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 or fractional shares on such convertible notes 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); and (z) any customary DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a)) or );
(b) any payment, prepayment or redemption that, if it were deemed to be a Restricted Payment for purposes of Section 6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments and or prepayments of (x) Secured Longer-Term Indebtedness required Indebtedness, so long as both before and after giving effect to comply with requirements of Section 2.09(b) such voluntary payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (yi) the Capital Call FacilityBorrower 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 Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any 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, prepayment or redemption, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base; provided that proceeds of the Loans hereunder shall not be used to make and
(e) payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or Contingent Secured Indebtedness solely from the Capital Call Facility at proceeds of any time issuance of Equity Interests in excess of the amount, if any, that an event of default (or, is required to be used for required amortization under this Agreement after the Commitment Termination Date. Notwithstanding anything herein to the knowledge contrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any Financial Officersuch Indebtedness if, a default) has occurred immediately after giving effect thereto and is continuing under any Concurrent Transaction, the Capital Call FacilityCovered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, 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 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, Special Unsecured 135 Revolving Credit Agreement Indebtedness or any other Indebtedness not then included in the Covered Debt Amount (other than the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or the Capital Call Facility (such other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary), (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 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 or fractional shares on such convertible notes 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, thereof shall be permitted under this clause (a)) or );
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment, prepayment, retirement, repurchase, acquisition or redemption that, if it were deemed to be a Restricted Payment for payments and purposes of Section 6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) payments, purchases, redemptions, retirements, acquisitions or prepayments of (x) Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(b2.10(c);
(d) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments thereof solely from the proceeds of any issuance of Equity Interests in excess of the Capital Call Facility at amount, if any, that is required to be used for a mandatory prepayment pursuant to Section 2.10(d); provided that, in no event shall any time that an event Obligor be permitted to prepay or settle (whether as a result of default (ora mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the knowledge of any Financial Officer, a default) has occurred and is continuing under Covered Debt Amount would exceed the Capital Call FacilityBorrowing Base.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (AB Private Lending Fund)
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 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 Specified Notes (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01 (such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness, the Capital Call Facility (other than (i) “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the proceeds of such Refinancing Indebtedness to refinance any immediately prepay Loans hereunder and, within 45 calendar days after such prepayment, the Borrower may prepay such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility Specified Notes (including with Indebtedness permitted under Section 6.01(b)(ii), (cproceeds of the Loans hereunder) and (k) and in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness; or (ii) with the proceeds of any issuance of Equity Interests (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 prepay Loans), except for (a) for regularly scheduled payments 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 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 (x) Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility2.08(c).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (THL Credit, 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 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, Special Unsecured Indebtedness or any other Indebtedness not included in the Covered Debt Amount (other than the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or the Capital Call Facility (such other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(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 Loans6.01), except for: 108 Revolving Credit Agreement
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes Permitted Convertible Indebtedness made by the Borrower in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or );
(b) for payments and prepayments of (x) Secured Longer-Term Indebtedness thereof required to comply with requirements of Section 2.09(b2.10(c);
(c) so long as no Default shall exist or be continuing, any payment, prepayment, retirement, repurchase, acquisition or redemption that, if it were deemed to be a Restricted Payment for purposes of Section 6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); and
(yd) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make voluntary payments or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment and any Concurrent Transaction (i) the Capital Call Facility at 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; provided that, in the case of clause (a) above, in no event shall any time that an event Obligor be permitted to prepay or settle (whether as a result of default (ora mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transaction, the knowledge of any Financial Officer, a default) has occurred and is continuing under Covered Debt Amount would exceed the Capital Call FacilityBorrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Prospect Floating Rate & Alternative Income Fund, 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 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, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(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 Loans6.01), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes Permitted Convertible Indebtedness (or any 139 BUSINESS.29259741.231546920 cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or );
(b) so long as no Default or Event of Default shall exist or be continuing or would result therefrom, 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) [reserved];
(d) mandatory payments, required prepayments or mandatory redemptions of any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness in Cash 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), so long as both before and after giving effect to such payment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07, (ii) no Default or Event of Default shall exist or be continuing and (iii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(e) payments and or prepayments of (x) Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness prior to the Commitment Termination Date solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment no Default or Event of Default shall exist or be continuing; and
(f) payments or prepayments of any Indebtedness that is included in the Covered Debt Amount required to comply with the requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility2.10(c).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
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 or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of of, any Secured Longer-Term Indebtedness, Indebtedness or Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such the refinancing of Secured Longer-Term Indebtedness, Indebtedness or Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii), (c) and (k) and 6.01 or (ii) prior to the occurrence of the Commitment Termination Date, if no Specified Default or Event of Default has occurred and is continuing or would result, 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 LoansInterests), except for (a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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, thereof shall be permitted under this clause (a)) or ), (b) for voluntary payments or prepayments of Secured Longer-Term Indebtedness, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transactions (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Specified Default or Event of Default shall exist or be continuing, (c) any payments and prepayments of (x) with respect to any Secured Longer-Term Indebtedness required or Unsecured Longer-Term Indebtedness (other than Permitted Longer-Term Affiliate Loans) so long as on the date of any such payment or prepayment and immediately after giving effect thereto and to comply any Concurrent Transaction (x) the Covered Debt Amount does not exceed 90% of the Borrowing Base and (y) no Specified Default or Event of Default shall have occurred and be continuing or (d) any payments and prepayments with requirements respect to any Permitted Longer-Term Affiliate Loan so long as on the date of Section 2.09(bany such payment or prepayment and immediately after giving effect thereto and to any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base and (iii) either (x) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to such payment or prepayment and such Concurrent Transactions is not diminished as a result thereof or (y) the Capital Call Facility; provided that proceeds Borrowing Base immediately after giving effect to such payment or prepayment and any Concurrent Transaction is at least 110% of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call FacilityCovered Debt Amount.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Payments of Longer-Term Indebtedness. the 2024 Notes and, the 2026 Notes, the 2028 Notes and the 2029 Notes. 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 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, Special Unsecured Indebtedness, the 2024 Notes or, the 2026 Notes, the 2028 Notes or the 2029 Notes (other than the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness Indebtedness, Special Unsecured Indebtedness, the 2024 Notes or, the 2026 Notes, the 2028 Notes or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility 2029 Notes with Indebtedness permitted under Section 6.01(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 Loans6.01), except for
(a) for regularly scheduled payments 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 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, thereof shall be permitted under this clause (a)) or );
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for payments and prepayments of (x) Secured Longer-Term Indebtedness required to comply with requirements purposes of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not 6.05(d), would be used permitted to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, be made pursuant to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility.provisions set forth in Section 6.05(d);
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Sixth Street 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 or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or the reimbursement of any letter of credit disbursement or any other amount owing in respect of Secured Longer-Term Indebtednessof, any Permitted LC Facility, any Unsecured Longer-Term Indebtedness or the Capital Call Facility Special Unsecured Indebtedness (other than (i) to refinance any such Secured Longer-Term Indebtedness, the refinancing of Unsecured Longer-Term Indebtedness or Capital Call Facility Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01(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 Loans6.01), except for:
(a) for regularly scheduled payments payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness 129 767993213 21683072 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 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 (or any cash payment on account of fractional shares issued upon conversion provisions of such convertible notes) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or );
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for payments and purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) mandatory or voluntary payments, required prepayments or mandatory redemptions of (x) Secured Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness or any payments, prepayments or reimbursements of any amount or in connection with any Permitted LC Facility LC Disbursements, in each case in Cash (including in connection with any convertible notes, any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.09(bany 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 (i) no Default shall exist or be continuing at the time of notice of payment or redemption and (yii) the Capital Call Facility; provided that proceeds Covered Debt Amount does not exceed 90% of the Loans hereunder shall Borrowing Base and the Aggregate Covered Debt Amount does not be used to make exceed 90% of the Aggregate Portfolio Balance;
(d) payments or prepayments of the Capital Call Facility at any time that an event of default (or, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness prior to the knowledge Commitment Termination Date solely from the proceeds of any Financial Officerissuance of Equity Interests, a defaultso long as both before and after giving effect to such payment (i) has occurred no Event of Default shall exist or be continuing and is continuing under (ii) the Capital Call FacilityCovered Debt Amount does not exceed the Borrowing Base; and
(e) payments, prepayments or reimbursements of any amount or in connection with any Permitted LC Facility LC Disbursement from amounts that do not constitute Collateral.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hercules Capital, 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 or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness Indebtedness, the 2022 Notes or the Capital Call Facility 20212022 Convertible Notes (other than (i) to refinance any such the refinancing of Secured Longer-Term Indebtedness, Indebtedness or Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii), 6.01(b) and (c) and (k) and or (ii) the refinancing of the 20212022 Notes solely with the net cash proceeds of any issuance Unsecured Longer-Term Indebtedness permitted under Section 6.01(c); provided that up to $25,000,000 of Equity Interests (Loans hereunder may be borrowed to refinance the 2022 Notes so long as no Default or Event of Default shall have occurred or be continuing before or immediately giving effect to such refinancing and the Borrower is in pro forma compliance with each case with respect of the covenants set forth in Section 6.07 before and immediately after giving effect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loanssuch refinancing), except (a) for regularly scheduled payments of 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 Indebtedness; (it being understood that b) for (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 (or fractional shares issued upon customary conversion provisions of such convertible notes) made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)) ; or (bc) for payments and prepayments of (x) Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility2.08(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 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, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(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 Loans6.01), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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 Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or );
(b) so long as no Default or Event of Default shall exist or be continuing or would result therefrom, 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) [reserved];
(d) mandatory payments, required prepayments or mandatory redemptions of any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness in Cash 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), so long as both before and after giving effect to such payment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07, (ii) no Default or Event of Default shall exist or be continuing and (iii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(e) payments and or prepayments of (x) Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness prior to the Commitment Termination Date solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment no Default or Event of Default shall exist or be continuing; and
(f) payments or prepayments of any Indebtedness that is included in the Covered Debt Amount required to comply with the requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility2.10(c).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Payments of Longer-Term Indebtedness. the 2024 Notes, the 2026 Notes, the 2028 Notes and the 2029 Notes. 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 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, Special Unsecured Indebtedness, the 2024 Notes, the 2026 Notes, the 2028 Notes or the 2029 Notes (other than the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness Indebtedness, Special Unsecured Indebtedness, the 2024 Notes, the 2026 Notes, the 2028 Notes or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility 2029 Notes with Indebtedness permitted under Section 6.01(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 Loans6.01), except for
(a) for regularly scheduled payments 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 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, thereof shall be permitted under this clause (a)) or );
(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 (x) Secured Longer-Term Indebtedness required Indebtedness, so long as both before and after giving effect to comply with requirements of Section 2.09(b) such voluntary payment or prepayment (yi) the Capital Call FacilityBorrower 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 other convertible notes constituting Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of convertible notes pursuant to the conversion features thereunder), the 2023 Notes, the 2024 Notes, the 2026 Notes, the 2028 Notes and the 2029 Notes so long as both before and after giving effect to such payment (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base; provided that proceeds of the Loans hereunder shall not be used to make and
(e) payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness solely from the Capital Call Facility at proceeds of any time that an event issuance of default Equity Interests, so long as both before and after giving effect to such payment (or, i) no Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base. Notwithstanding anything herein to the knowledge contrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any Financial Officersuch Indebtedness if, a default) has occurred and is continuing under immediately after giving effect thereto, the Capital Call FacilityCovered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Sixth Street 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 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 Indebtedness (other than (x) payments and prepayments under the BCSF Advisors Loan Agreement pursuant to Section 6.05(d) or (y) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(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 Loans6.01), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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, thereof shall be permitted under this clause (a)) or );
(b) so long as no Default shall exist or be continuing, any payment, prepayment or redemption that, if it were deemed to be a Restricted Payment for purposes of Section 6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) voluntary payments and or prepayments of (x) Secured Longer-Term Indebtedness required Indebtedness, so long as both before and after giving effect to comply with requirements of Section 2.09(b) such voluntary payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (yi) the Capital Call FacilityBorrower 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 Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any 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, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base; provided that proceeds of the Loans hereunder shall not be used to make and
(e) payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness solely from the Capital Call Facility at any time that an event of default (or, to the knowledge proceeds of any Financial Officerissuance of Equity Interests, a defaultso long as both before and after giving effect to such payment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) has occurred no Default shall exist or be continuing, (ii) the Covered Debt Amount does not exceed 90% of the Adjusted Gross Borrowing Base and is continuing under (iii) the Capital Call FacilityCovered Debt Amount does not exceed the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, 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 or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of of, any Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Permitted Convertible Indebtedness constituting Special Unsecured Longer-Shorter Term Indebtedness or Capital Call Facility Unsecured Shorter Term Indebtedness (to the extent not then included in the Covered Debt Amount) or more than 50% of all then outstanding Special Unsecured Shorter Term Indebtedness (to the extent not included in the Covered Debt Amount) (in each case, other than the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01(b)(ii)6.01 (including, (cfor the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) and (k) and (ii) or 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 LoansInterests), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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 Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or );
(b) for so long as no Default or Event of Default shall exist or be continuing or would result therefrom, any payment that, if treated as a other payments and prepayments so long as immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, if such payment or prepayment were deemed a “Restricted Payment” for the purposes of determining compliance with Section 6.05(dc), such payment or prepayment, as 767537780768227557 applicable, would be permitted to be made pursuant to the provisions set forth inunder Section 6.05(dc);
(xc) mandatory payments, required prepayments or mandatory redemptions of any Special Unsecured Shorter-Term Indebtedness;
(d) mandatory payments, required prepayments or mandatory redemptions of any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness in Cash on account of interest or expenses on such Permitted ConvertibleUnsecured Longer-Term Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted ConvertibleUnsecured Longer-Term Indebtedness), so long as both before and after giving effect to such payment and to any Concurrent Transaction (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07, (ii) no Default or Event of Default shall exist or be continuing and (iii) the Covered Debt Amount does not exceed 90% of the Borrowing Base; and
(e) payments or prepayments of Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness required or Unsecured Longer-Term Indebtedness prior to comply with requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that Commitment Termination Date solely from the proceeds of the Loans hereunder any issuance of Equity Interests, so long as both before and after giving effect to such payment no Default or Event of Default shall not exist or be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility.continuing; and
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
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 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, Indebtedness or Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (ithe 2022 Notes) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii), 6.01(b) and (c) and (k) and (ii) or with the proceeds of any issuance of Equity Interests (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 (a) for regularly scheduled payments of 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 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 (x) Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(b) or ). (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility.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 (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 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 Specified Notes (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01 (such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness, the Capital Call Facility (other than (i) “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the proceeds of such Refinancing Indebtedness to refinance any immediately prepay Loans hereunder and, within 45 calendar days after such prepayment, the Borrower may prepay such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility Specified Notes (including with Indebtedness permitted under Section 6.01(b)(ii), (cproceeds of the Loans hereunder) and (k) and in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness; or (ii) with the proceeds of any issuance of Equity Interests (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 prepay Loans), except for (a) for regularly scheduled payments 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 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 (x) Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility2.09(c).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (First Eagle Alternative 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 or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of of, any Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Permitted Convertible Indebtedness constituting Special Unsecured Longer-Shorter Term Indebtedness or Capital Call Facility Unsecured Shorter Term Indebtedness (to the extent not included in the Covered Debt Amount) or more than 50% of all then outstanding Special Unsecured Shorter Term Indebtedness (to the extent not included in the Covered Debt Amount)(in each case, other than the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01(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 Loans6.01), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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 Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or ); 767537780 138
(b) so long as no Default or Event of Default shall exist or be continuing or would result therefrom, 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) mandatory payments, required prepayments or mandatory redemptions of any Special Unsecured Shorter-Term Indebtedness;
(d) mandatory payments, required prepayments or mandatory redemptions of any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness in Cash 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), so long as both before and after giving effect to such payment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07, (ii) no Default or Event of Default shall exist or be continuing and (iii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(e) payments and or prepayments of (x) Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness prior to the Commitment Termination Date solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment no Default or Event of Default shall exist or be continuing; and
(f) payments or prepayments of any Indebtedness that is included in the Covered Debt Amount required to comply with the requirements of Section 2.09(b) or (y) the Capital Call Facility2.10(c); provided that, in the case of clauses (a), (c) and (f) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto any concurrent acquisitions of Investments by the Obligors or payment of outstanding Indebtedness that proceeds of is included in the Loans hereunder shall not be used to make payments or prepayments of Covered Debt Amount at such time, the Capital Call Facility at any time that an event of default (or, to Covered Debt Amount would exceed the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call FacilityBorrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
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 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 Specified Notes (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01 (such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness, the Capital Call Facility (other than (i) “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the proceeds of such Refinancing Indebtedness to refinance any immediately prepay Loans hereunder and, within 45 calendar days after such prepayment, the Borrower may prepay such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility Specified Notes (including with Indebtedness permitted under Section 6.01(b)(ii), (cproceeds of the Loans hereunder) and (k) and in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness; or (ii) with the proceeds of any issuance of Equity Interests (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 prepay Loans), except for (a) for regularly scheduled payments 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 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 (x) Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility2.09(c).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (THL Credit, 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 or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or any other Indebtedness not included in the Capital Call Facility Covered Debt Amount (other than (i) to refinance any such the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or Capital Call Facility such other Indebtedness with Indebtedness permitted under Section 6.01(b)(ii6.01 (including for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary), (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 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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 and (z) any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a)) or );
(b) any payment, prepayment or redemption (other than any payment, prepayment or redemption of any Permitted Advisor Loan) that, if it were deemed to be a Restricted Payment for purposes of Section 6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments and or prepayments of (x) Secured Longer-Term Indebtedness required Indebtedness, so long as both before and after giving effect to comply with requirements of Section 2.09(b) such voluntary payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (yi) the Capital Call Facility; provided that proceeds 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 Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any 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, prepayment or redemption, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base;
(e) any payments and prepayments with respect to any Permitted Advisor Loan so long as, (i) at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transactions, no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Adjusted Gross Borrowing Base immediately after giving effect to such payment or prepayment, as applicable, is at least 115% of the Loans hereunder shall Covered Debt Amount and (iii) the Covered Debt Amount does not be used exceed the Borrowing Base; and
(f) at any time prior to make the Commitment Termination Date, payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness solely from the Capital Call Facility at proceeds of any time that an event issuance of default (or, Equity Interests. Notwithstanding anything herein to the knowledge contrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any Financial Officersuch Indebtedness if, a default) has occurred immediately after giving effect thereto and is continuing under any Concurrent Transaction, the Capital Call FacilityCovered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Samples: Revolving Credit Agreement (Bain Capital Private Credit)
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 or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility Indebtedness, Special Unsecured Indebtedness, (other than (ix) to refinance payments and prepayments under any such Permitted Advisor Loan or (y) the refinancing of Secured Longer-Longer- Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness, or such other Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii)6.01 (including, (cfor the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) and (k) and (ii) or 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 LoansBorrower or any of its Subsidiaries), except for: (a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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 and (z) for the avoidance of doubt, any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a)) or ); (b) so long as no Default or Event of Default shall exist or be continuing, any payment, prepayment, retirement, repurchase, acquisition or redemption that, if it were deemed to be a Restricted Payment for payments and purposes of Section 6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(d); (c) other payments, purchases, redemptions, retirements, acquisitions or prepayments of (x) Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness (other than any payment or prepayment of any Permitted Advisor Loan) solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to comply with requirements of Section 2.09(b) such voluntary payment or prepayment, and upon giving pro forma effect thereto, (yi) the Capital Call Facility; provided that proceeds Covered Debt Amount does not exceed 90% of the Loans hereunder Gross Borrowing Base and (ii) no Default or Event of Default shall not exist or be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility.continuing;
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct 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 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 Specified Notes (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01 (such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness, the Capital Call Facility (other than (i) “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the proceeds of such Refinancing Indebtedness to refinance any immediately prepay Loans hereunder and, within 45 calendar days after such prepayment, the Borrower may prepay such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility Specified Notes (including with Indebtedness permitted under Section 6.01(b)(ii), (cproceeds of the Loans hereunder) and (k) and in an amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness; or (ii) with the proceeds of any issuance of Equity Interests (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 prepay Loans), except for (a) for regularly scheduled payments 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 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 (x) Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility2.089(c).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (THL Credit, 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 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, Indebtedness (subject to the prior written consent of the Required Lenders and the Administrative Agent) or Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(b)(ii), (c6.01(b) 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 Loansc)), except for (a) for regularly scheduled payments of 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 convertible notesIndebtedness, (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 (x) Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(b2.08(c), (c) redemptions of any notes pursuant to the “Survivor’s Option” described in the draft Registration Statement on Form N-2 provided by the Company via email to the Administrative Agent at 7:52 PM ET on January 11, 2015, provided that the aggregate amount of notes redeemed shall not exceed the Survivor’s Option Amount and (d) other payments during the Revolving Period to repurchase or call the Internotes up to an aggregate amount of $20,000,000 during the Revolving Period, so long as (yi) no Default exists as of the date of such other payment (or immediately after giving to such other payment), (ii) the Capital Call Facility; provided that proceeds Covered Debt Amount does not exceed 80% of the Loans hereunder shall not be used Borrowing Base calculated on a pro forma basis after giving effect to make payments or prepayments such other payment, and (iii) prior to and immediately after giving effect to such other payment, the Borrower is in pro forma compliance with each of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facilitycovenants set forth in Sections 6.07.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Alcentra 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 or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of of, any Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Permitted Convertible Indebtedness constituting Special Unsecured Longer-Shorter Term Indebtedness or Capital Call Facility Unsecured Shorter Term Indebtedness (to the extent not included in the Covered Debt Amount) or more than 50% of all then outstanding Special Unsecured Shorter Term Indebtedness (to the extent not included in the Covered Debt Amount)(in each case, other than the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01(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 Loans6.01), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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 Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or );
(b) so long as no Default or Event of Default shall exist or be continuing or would result therefrom, 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) mandatory payments, required prepayments or mandatory redemptions of any Special Unsecured Shorter-Term Indebtedness;
(d) mandatory payments, required prepayments or mandatory redemptions of any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness in Cash 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), so long as both before and after giving effect to such payment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07, (ii) no Default or Event of Default shall exist or be continuing and (iii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(e) payments and or prepayments of (x) Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness prior to the Commitment Termination Date solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment no Default or Event of Default shall exist or be continuing; and
(f) payments or prepayments of any Indebtedness that is included in the Covered Debt Amount required to comply with the requirements of Section 2.09(b) or (y) the Capital Call Facility2.10(c); provided that, in the case of clauses (a), (c) and (f) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto any concurrent acquisitions of Investments by the Obligors or payment of outstanding Indebtedness that proceeds of is included in the Loans hereunder shall not be used to make payments or prepayments of Covered Debt Amount at such time, the Capital Call Facility at any time that an event of default (or, to Covered Debt Amount would exceed the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call FacilityBorrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
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 or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of Secured Longer-Term Indebtednessof, any Unsecured Longer-Term Indebtedness or the Capital Call Facility Special Unsecured Indebtedness (other than (i) to refinance any such Secured Longer-Term Indebtedness, the refinancing of Unsecured Longer-Term Indebtedness or Capital Call Facility Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01(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 Loans6.01), except for:
(a) for regularly scheduled payments 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 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 (or any cash payment on account of fractional shares issued upon conversion provisions of such convertible notes) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or );
(b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for payments and purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) mandatory or voluntary payments, required prepayments or mandatory redemptions of (x) Secured Unsecured Longer-Term Indebtedness required or Special Unsecured Indebtedness in Cash (including in connection with any convertible notes, any cash payment elected to comply be paid in connection with requirements the settlement by the Borrower of Section 2.09(bany 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 (i) no Default shall exist or be continuing at the time of notice of payment or redemption and (yii) the Capital Call Facility; provided that proceeds Covered Debt Amount does not exceed 90% of the Loans hereunder shall Borrowing Base and the Aggregate Covered Debt Amount does not be used to make exceed 90% of the Aggregate Portfolio Balance; and
(d) payments or prepayments of the Capital Call Facility at any time that an event of default (or, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness prior to the knowledge Commitment Termination Date solely from the proceeds of any Financial Officerissuance of Equity Interests, a defaultso long as both before and after giving effect to such payment (i) has occurred no Event of Default shall exist or be continuing and is continuing under (ii) the Capital Call FacilityCovered Debt Amount does not exceed the Borrowing Base.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hercules Capital, 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 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, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or the Capital Call Facility (other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Capital Call Facility with Indebtedness permitted under Section 6.01(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 Loans6.01), except for:
(a) for regularly scheduled payments 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 that: (w) the conversion features into Permitted Equity Interests under convertible notes, 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 convertible notes 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 Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof, thereof shall be permitted under this clause (a)) or );
(b) so long as no Default or Event of Default shall exist or be continuing or would result therefrom, 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) [reserved];
(d) mandatory payments, required prepayments or mandatory redemptions of any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness in Cash 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), so long as both before and after giving effect to such payment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07, (ii) no Default or Event of Default shall exist or be continuing and (iii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(e) payments and or prepayments of (x) Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness required or Unsecured Longer-Term Indebtedness prior to comply with requirements of Section 2.09(b) or (y) the Capital Call Facility; provided that proceeds of the Loans hereunder shall not be used to make payments or prepayments of the Capital Call Facility at any time that an event of default (or, to the knowledge of any Financial Officer, a default) has occurred and is continuing under the Capital Call Facility.the
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
