Common use of Principal, Interest and Fees Clause in Contracts

Principal, Interest and Fees. (a) For purposes of calculating the Purchase Price, (i) all Principal Proceeds (without duplication of any interest paid in kind), all OID and Fees paid on account of any portion of a Purchased Loan this is repaid or prepaid and not available to be reborrowed and Available Unfunded Commitments that have been terminated, not funded and are not available to be reborrowed by the underlying obligor and all amendment fees attributable to a Purchased Loan, Available Unfunded Commitment or portion of the foregoing that are accrued, earned, paid or payable, in each case, in respect of a Forward Purchase Asset prior to the Trade Date of such Forward Purchase Asset, and (ii) all cash interest and payment-in-kind interest and all fees (other than one-time fees) that regularly accrue and are payable to all lenders under the applicable Related Documents of a Purchased Loan or Available Unfunded Commitment on account of such lenders’ loans or commitments outstanding pursuant to such Related Documents that, in each case, are earned, accrued, paid or payable in respect of a Forward Purchase Asset prior to the Trade Date of such Forward Purchase Asset shall, in each case of subclauses (i) and (ii) of this clause (a), be solely for the benefit of the Seller and retained by the Seller; in the event that the Purchaser receives cash payment of any such amount (and such amount was not reflected in the calculation of the Purchase Price), the Purchaser shall remit such amount to the Seller within two (2) business days of the receipt thereof. Notwithstanding anything to the contrary contained herein, in the event that any portion of a Purchased Loan held by the Seller has been repaid or prepaid and has become unavailable to be reborrowed and all related Available Unfunded Commitments to such Purchased Loan have been terminated, not funded and have become not available to be reborrowed by the underlying obligor, the Seller shall retain all amounts in connection therewith except as set expressly set forth in subclause (iii) of clause (b) below and the Purchaser shall not owe the Seller any Additional Consideration in connection therewith. (b) For purposes of calculating the Purchase Price, (i) all amounts set forth in subclauses (i) and (ii) of clause (a) above that are earned, accrued, paid or payable (except to the extent accruing, earned, paid or payable for the period as expressly set forth in subclauses (i) and (ii) of clause (a) above) in respect of a Forward Purchase Asset on and after the Trade Date, (ii) all OID and Fees earned, accrued, paid or payable on a Forward Purchase Asset (except to the extent set forth in subclauses (i) and (ii) of clause (a) above) and (iii) all termination fees, prepayment premiums, make-whole or similar fees or payments paid or payable on account of a Purchased Loan, Available Unfunded Commitment or portion of the foregoing shall, in each case of subclauses (i), (ii) and (iii) of this clause (b), be solely for the Purchaser’s benefit and reflected in the Purchase Price if received prior to the Trade Date of such Forward Purchase Asset and, to the extent received or payable on or after such Trade Date retained by the Purchaser; in the event that the Seller receives payment of any such amount (and such amount was not otherwise netted in the calculation of the Purchase Price), the Seller shall remit such amount to the Purchaser within two (2) business days of the receipt thereof. To the extent not reflected in the Purchase Price, the Seller agrees that if it receives any amounts that the Purchaser is entitled to under this clause (b), then the Seller shall remit such amounts to the Purchaser within two (2) business days of the receipt thereof. For the avoidance of doubt, in the event that a Purchased Loan has been repaid or prepaid in full (other than contingent obligations) by the underlying obligor or an Available Unfunded Commitment is terminated in full, the Seller agrees to remit all amounts specified in subclause (iii) of this clause (b) that are received by the Seller with respect to such Purchased Loan and such Available Unfunded Commitment to the Purchaser within two (2) business days of the receipt thereof. (c) Notwithstanding the foregoing Section 2.3(a) and (b), (i) for the avoidance of doubt, nothing contained in this Section 2.3 shall be duplicative of any amounts (whether payable, credits, deductions, additions or otherwise) that are part of the calculation of the Purchase Price and (ii) with respect to any fees or other amounts not specified in Section 2.3, each of the Purchaser and the Seller shall cooperate in good faith to determine whether such fees or other amounts shall be allocated to the Purchaser or the Seller, with such determination to be made using rationales reasonably consistent with the rationales used to determine the allocations set forth in Section 2.3(a) and (b) and the definition of Purchase Price.

Principal, Interest and Fees. (a) For purposes of calculating the Purchase PriceAll Principal Proceeds, (i) all Principal Proceeds (without duplication of any interest paid in kind), all OID and Fees paid on account of any portion of a Purchased Loan this is repaid or prepaid and not available to be reborrowed and Available Unfunded Commitments that have been terminated, not funded and are not available to be reborrowed by the underlying obligor and all amendment fees attributable to a Purchased Loan, Available Unfunded Commitment or portion of the foregoing that are accrued, earned, paid or payable, in each case, in respect of a Forward Purchase Asset prior to the Trade Date of such Forward Purchase Asset, and (ii) all cash interest and payment-in-kind interest and all fees (other than one-time feesOID and Fees) accruing on any Forward Purchase Asset that regularly accrue and are payable to all lenders under the applicable Related Documents of a Purchased Loan or Available Unfunded Commitment on account of such lenders’ loans or commitments outstanding pursuant to such Related Documents that, in each case, are is earned, accrued, paid or payable in respect of a such Forward Purchase Asset: (i) prior to the Settlement Date of any Forward Purchase Asset prior to the Trade Date of such Forward Purchase Asset shall, in each case of subclauses (i) and (ii) of this clause (a), shall be solely for the benefit of the Seller and retained by the Seller; in the event that if the Purchaser (or its designee) receives cash payment of any such amount (and amount, then to the extent such amount was not reflected included in the calculation Purchase Price paid by the Purchaser (or its designee, as applicable) to the Seller in respect of the such Forward Purchase Price)Asset, the Purchaser (or its designee, as applicable) shall remit such amount to the Seller within two (2) business days of promptly following the receipt thereof. Notwithstanding anything to ; and (ii) on or after the contrary contained herein, in Settlement Date of any Forward Purchase Asset shall be solely for the event Purchaser’s benefit (or that any portion of a Purchased Loan held its designee) and retained by the Purchaser (or its designee); if the Seller has been repaid or prepaid and has become unavailable to be reborrowed and all related Available Unfunded Commitments to receives payment of any such Purchased Loan have been terminated, not funded and have become not available to be reborrowed by the underlying obligoramount, the Seller shall retain all amounts in connection therewith except as set expressly set forth in subclause (iii) of clause (b) below and remit such amount to the Purchaser shall not owe (or its designee) promptly following the Seller any Additional Consideration in connection therewithreceipt thereof. (b) For purposes of calculating the Purchase Price, (i) all amounts set forth in subclauses (i) and (ii) of clause (a) above that are earned, accrued, paid or payable (except to the extent accruing, earned, paid or payable for the period as expressly set forth in subclauses (i) and (ii) of clause (a) above) in respect of a Forward Purchase Asset on and after the Trade Date, (ii) all OID and Fees earned, accrued, paid or payable on a Forward Purchase Asset (except to the extent set forth in subclauses (i) and (ii) of clause (a) above) and (iii) all All termination fees, prepayment premiums, make-whole or similar fees or payments in respect of any Forward Purchase Asset: (i) if paid or payable on account of a Purchased Loan, Available Unfunded Commitment or portion of the foregoing shall, in each case of subclauses (i), (ii) and (iii) of this clause (b), be solely for the Purchaser’s benefit and reflected in the Purchase Price if received prior to the Trade Settlement Date of such Forward Purchase Asset andAsset, shall be solely for the benefit of the Seller and retained by the Seller; if the Purchaser (or its designee) receives cash payment of any such amount, the Purchaser (or its designee, as applicable) shall remit such amount to the extent received Seller promptly following the receipt thereof; and (ii) if paid or payable on or after the Settlement Date of such Trade Date Forward Purchase Asset, shall be solely for the benefit of the Purchaser and retained by the Purchaser; in the event that if the Seller receives payment of any such amount (and such amount was not otherwise netted in the calculation of the Purchase Price)amount, the Seller shall remit such amount to the Purchaser within two (2or its designee) business days of the receipt thereof. To the extent not reflected in the Purchase Price, the Seller agrees that if it receives any amounts that the Purchaser is entitled to under this clause (b), then the Seller shall remit such amounts to the Purchaser within two (2) business days of the receipt thereof. For the avoidance of doubt, in the event that a Purchased Loan has been repaid or prepaid in full (other than contingent obligations) by the underlying obligor or an Available Unfunded Commitment is terminated in full, the Seller agrees to remit all amounts specified in subclause (iii) of this clause (b) that are received by the Seller with respect to such Purchased Loan and such Available Unfunded Commitment to the Purchaser within two (2) business days of promptly following the receipt thereof. (c) Notwithstanding the foregoing Section 2.3(a) and (b), (i) for the avoidance of doubt, nothing contained in this Section 2.3 shall be duplicative of any amounts (whether payable, credits, deductions, additions or otherwise) that are part of the calculation of the Purchase Price and (ii) with respect to any fees or other amounts not specified in Section 2.3, each of the Purchaser and the Seller shall cooperate in good faith to determine whether such fees or other amounts shall be allocated to the Purchaser or the Seller, with such determination to be made using rationales reasonably consistent with the rationales used to determine the allocations set forth in Section 2.3(a) and (b) and the definition of Purchase Price.

Principal, Interest and Fees. (a) For purposes of calculating the Purchase PricePrice (other than with respect to any Asset-Based Finance or portion thereof), (i) all Principal Proceeds (without duplication of any interest paid in kind), all OID and Fees paid on account of any portion of a Purchased Loan this is repaid or prepaid and not available to be reborrowed and Available Unfunded Commitments that have been terminated, not funded and are not available to be reborrowed by the underlying obligor and all amendment fees attributable to a Purchased Loan, Available Unfunded Commitment or portion of the foregoing that are accrued, earned, paid or payable, in each case, in respect of a Forward Purchase Asset prior to during the Trade Date Holding Period of such Forward Purchase Asset, and (ii) all cash interest and payment-in-kind interest and all fees (other than one-time fees) that regularly accrue and are payable to all lenders under the applicable Related Documents of a Purchased Loan or Available Unfunded Commitment on account of such lenders’ loans or commitments outstanding pursuant to such Related Documents that, in each case, are earned, accrued, paid or payable in respect of a Forward Purchase Asset prior to during the Trade Date Holding Period of such Forward Purchase Asset (but excluding, for the avoidance of doubt, any such cash interest, payment-in-kind interest and fees that accrued prior to the date that CCLF Sub acquired such Forward Purchase Asset) shall, in each case of subclauses (i) and (ii) of this clause (a), be solely for the benefit of the Seller CCLF Sub and retained by the SellerCCLF Sub; in the event that the Purchaser receives cash payment of any such amount (and such amount was not reflected in the calculation of the Purchase Price), the Purchaser shall remit such amount to the Seller CCLF Sub within two (2) business days of the receipt thereof. Notwithstanding anything to the contrary contained hereinherein and other than with respect to any Asset-Based Finance or portion thereof, in the event that any portion of a Purchased Loan held by the Seller CCLF Sub has been repaid or prepaid and has become unavailable to be reborrowed and all related Available Unfunded Commitments to such Purchased Loan have been terminated, not funded and have become not available to be reborrowed by the underlying obligor, the Seller CCLF Sub shall retain all amounts in connection therewith except as set expressly set forth in subclause (iii) of clause (b) below and or the final sentence of clause (b) below and, in each case, the Purchaser shall not owe the Seller CCLF Sub any Additional Consideration in connection therewith. (b) For purposes of calculating the Purchase PricePrice (other than with respect to any Asset-Based Finance or portion thereof), (i) all amounts set forth in subclauses (i) and (ii) of clause (a) above that are earned, accrued, paid or payable (except to the extent accruing, earned, paid or payable for the period as expressly set forth in subclauses (i) and (ii) of clause (a) above) in respect of a Forward Purchase Asset on and after the Trade DateDate or prior to the Holding Period, (ii) all OID and Fees earned, accrued, paid or payable on a Forward Purchase Asset (except to the extent set forth in subclauses (i) and (ii) of clause (a) above) and (iii) all termination fees, prepayment premiums, make-whole or similar fees or payments Termination Fees paid or payable on account of a Purchased Loan, Available Unfunded Commitment or portion of the foregoing shall, in each case of subclauses (i), (ii) and (iii) of this clause (b), be solely for the Purchaser’s benefit and reflected in the Purchase Price if received prior to the Trade Date of such Forward Purchase Asset and, to the extent received or payable on or after such Trade Date retained by the Purchaser; in the event that the Seller CCLF Sub receives payment of any such amount (and such amount was not otherwise netted in the calculation of the Purchase Price), the Seller CCLF Sub shall remit such amount to the Purchaser within two (2) business days of the receipt thereof. To the extent not reflected in the Purchase Price, the Seller CCLF Sub agrees that if it receives any amounts that the Purchaser is entitled to under this clause (b), then the Seller CCLF Sub shall remit such amounts to the Purchaser within two (2) business days of the receipt thereof. For the avoidance of doubtdoubt and other than with respect to any Asset-Based Finance, (x) the Purchase Price shall be reduced by the amount of any Excess Amounts not otherwise deducted therefrom and (y) in the event that a Purchased Loan has been repaid or prepaid in full (other than contingent obligations) by the underlying obligor or an Available Unfunded Commitment is terminated in full, the Seller CCLF Sub agrees to remit all amounts specified in subclause (iii) of this clause (b) that and all other Excess Amounts that, in each case, are received received, or have previously been received, by the Seller CCLF Sub with respect to such Purchased Loan and such Available Unfunded Commitment to the Purchaser within two (2) business days of the later of the date of such repayment or prepayment in full and the date of receipt thereof. (c) For purposes of calculating the Purchase Price of any Forward Purchase Asset that is an Asset-Based Finance or portion thereof, (i) all Principal Proceeds (excluding, for the avoidance of doubt, any payment-in-kind interest) that paid in respect of such Forward Purchase Asset during the Holding Period of such Forward Purchase Asset shall be solely for the benefit of CCLF Sub and retained by CCLF Sub and (ii) all other interest, fees and other amounts (excluding amounts paid to CCLF Sub on account of indemnifications and expense reimbursements pursuant to the terms and provisions of the Related Documents thereto) in respect of such Forward Purchase Asset before, during and after the Holding Period of such Forward Purchase Asset shall be solely for the Purchaser’s benefit and reflected in the Purchase Price if received prior to the Trade Date of such Forward Purchase Asset and, to the extent received or payable on or after such Trade Date retained by the Purchaser; in the event that CCLF Sub receives payment of any such amount (and such amount was not otherwise netted in the calculation of the Purchase Price), CCLF Sub shall remit such amount to the Purchaser within two (2) business days of the receipt thereof. To the extent not reflected in the Purchase Price, CCLF Sub agrees that if it receives any amounts that the Purchaser is entitled to under this clause (c), then CCLF Sub shall remit such amounts to the Purchaser within two (2) business days of the receipt thereof. For the avoidance of doubt, the Purchase Price for any Asset-Based Finance shall be reduced by the amount of any Excess Amounts not otherwise deducted therefrom. In the event that an investment that is an Asset-Based Finance has been repaid or prepaid in full (other than contingent obligations) by the underlying obligor or an Available Unfunded Commitment that is an Asset-Based Finance is terminated in full, CCLF Sub shall (x) be required to remit Excess Amounts and Termination Fees that are received, or have previously been received, by CCLF Sub with respect to such Asset-Based Finance to the Purchaser within two (2) business days of the later of the date of such repayment or prepayment in full and the date of receipt thereof and (y) retain all other amounts specified in subclause (ii) of this clause (c). (d) Notwithstanding the foregoing Section 2.3(a) and ), (b) or (c), (i) for the avoidance of doubt, nothing contained in this Section 2.3 shall be duplicative of any amounts (whether payable, credits, deductions, additions or otherwise) that are part of the calculation of the Purchase Price and (ii) with respect to any fees or other amounts not specified in Section 2.3, each of the Purchaser and the Seller Cliffwater, on behalf of CCLF Sub, shall cooperate in good faith to determine whether such fees or other amounts shall be allocated to the Purchaser or the SellerCCLF Sub, with such determination to be made using rationales reasonably consistent with the rationales used to determine the allocations set forth in Section 2.3(a), (b) and (bc) and the definition of Purchase Price.

Principal, Interest and Fees. (a) For purposes of calculating the Purchase PricePrice (other than with respect to any Asset-Based Finance or portion thereof), (i) all Principal Proceeds (without duplication of any interest paid in kind), all OID and Fees paid on account of any portion of a Purchased Loan this is repaid or prepaid and not available to be reborrowed and Available Unfunded Commitments that have been terminated, not funded and are not available to be reborrowed by the underlying obligor and all amendment fees attributable to a Purchased Loan, Available Unfunded Commitment or portion of the foregoing that are accrued, earned, paid or payable, in each case, in respect of a Forward Purchase Asset prior to during the Trade Date Holding Period of such Forward Purchase Asset, and (ii) all cash interest and payment-in-kind interest and all fees (other than one-time fees) that regularly accrue and are payable to all lenders under the applicable Related Documents of a Purchased Loan or Available Unfunded Commitment on account of such lenders’ loans or commitments outstanding pursuant to such Related Documents that, in each case, are earned, accrued, paid or payable in respect of a Forward Purchase Asset prior to during the Trade Date Holding Period of such Forward Purchase Asset (but excluding, for the avoidance of doubt, any such cash interest, payment-in-kind interest and fees that accrued prior to the date that Cliffwater or CCLF Sub acquired such Forward Purchase Asset) shall, in each case of subclauses (i) and (ii) of this clause (a), be solely for the benefit of the Seller Cliffwater or CCLF Sub and retained by the SellerCliffwater or CCLF Sub, as applicable; in the event that the Purchaser receives cash payment of any such amount (and such amount was not reflected in the calculation of the Purchase Price), the Purchaser shall remit such amount to the Seller Cliffwater or CCLF Sub, as applicable, within two (2) business days of the receipt thereof. Notwithstanding anything to the contrary contained hereinherein and other than with respect to any Asset-Based Finance or portion thereof, in the event that any portion of a Purchased Loan held by the Seller Cliffwater or CCLF Sub has been repaid or prepaid and has become unavailable to be reborrowed and all related Available Unfunded Commitments to such Purchased Loan have been terminated, not funded and have become not available to be reborrowed by the underlying obligor, the Seller Cliffwater or CCLF Sub, as applicable, shall retain all amounts in connection therewith except as set expressly set forth in subclause (iii) of clause (b) below and or the final sentence of clause (b) below and, in each case, the Purchaser shall not owe the Seller Cliffwater or CCLF Sub any Additional Consideration in connection therewith. (b) For purposes of calculating the Purchase PricePrice (other than with respect to any Asset-Based Finance or portion thereof), (i) all amounts set forth in subclauses (i) and (ii) of clause (a) above that are earned, accrued, paid or payable (except to the extent accruing, earned, paid or payable for the period as expressly set forth in subclauses (i) and (ii) of clause (a) above) in respect of a Forward Purchase Asset on and after the Trade DateDate or prior to the Holding Period, (ii) all OID and Fees earned, accrued, paid or payable on a Forward Purchase Asset (except to the extent set forth in subclauses (i) and (ii) of clause (a) above) and (iii) all termination fees, prepayment premiums, make-whole or similar fees or payments Termination Fees paid or payable on account of a Purchased Loan, Available Unfunded Commitment or portion of the foregoing shall, in each case of subclauses (i), (ii) and (iii) of this clause (b), be solely for the Purchaser’s benefit and reflected in the Purchase Price if received prior to the Trade Date of such Forward Purchase Asset and, to the extent received or payable on or after such Trade Date retained by the Purchaser; in the event that the Seller Cliffwater or CCLF Sub receives payment of any such amount (and such amount was not otherwise netted in the calculation of the Purchase Price), the Seller Cliffwater or CCLF Sub, as applicable, shall remit such amount to the Purchaser within two (2) business days of the receipt thereof. To the extent not reflected in the Purchase Price, the Seller agrees Cliffwater and CCLF Sub agree that if it receives they receive any amounts that the Purchaser is entitled to under this clause (b), then the Seller Cliffwater or CCLF Sub, as applicable, shall remit such amounts to the Purchaser within two (2) business days of the receipt thereof. For the avoidance of doubtdoubt and other than with respect to any Asset-Based Finance, (x) the Purchase Price shall be reduced by the amount of any Excess Amounts not otherwise deducted therefrom and (y) in the event that a Purchased Loan has been repaid or prepaid in full (other than contingent obligations) by the underlying obligor or an Available Unfunded Commitment is terminated in full, the Seller Cliffwater or CCLF Sub, as applicable, agrees to remit all amounts specified in subclause (iii) of this clause (b) that and all other Excess Amounts that, in each case, are received received, or have previously been received, by the Seller Cliffwater or CCLF Sub with respect to such Purchased Loan and such Available Unfunded Commitment to the Purchaser within two (2) business days of the later of the date of such repayment or prepayment in full and the date of receipt thereof. (c) For purposes of calculating the Purchase Price of any Forward Purchase Asset that is an Asset-Based Finance or portion thereof, (i) all Principal Proceeds (excluding, for the avoidance of doubt, any payment-in-kind interest) that paid in respect of such Forward Purchase Asset during the Holding Period of such Forward Purchase Asset shall be solely for the benefit of Cliffwater or CCLF Sub and retained by Cliffwater or CCLF Sub, as applicable, and (ii) all other interest, fees and other amounts (excluding amounts paid to Cliffwater or CCLF Sub, as applicable, on account of indemnifications and expense reimbursements pursuant to the terms and provisions of the Related Documents thereto) in respect of such Forward Purchase Asset before, during and after the Holding Period of such Forward Purchase Asset shall be solely for the Purchaser’s benefit and reflected in the Purchase Price if received prior to the Trade Date of such Forward Purchase Asset and, to the extent received or payable on or after such Trade Date retained by the Purchaser; in the event that Cliffwater or CCLF Sub receives payment of any such amount (and such amount was not otherwise netted in the calculation of the Purchase Price), Cliffwater or CCLF Sub, as applicable, shall remit such amount to the Purchaser within two (2) business days of the receipt thereof. To the extent not reflected in the Purchase Price, Cliffwater or CCLF Sub agrees that if it receives any amounts that the Purchaser is entitled to under this clause (c), then Cliffwater or CCLF Sub, as applicable, shall remit such amounts to the Purchaser within two (2) business days of the receipt thereof. For the avoidance of doubt, the Purchase Price for any Asset-Based Finance shall be reduced by the amount of any Excess Amounts not otherwise deducted therefrom. In the event that an investment that is an Asset-Based Finance has been repaid or prepaid in full (other than contingent obligations) by the underlying obligor or an Available Unfunded Commitment that is an Asset-Based Finance is terminated in full, Cliffwater or CCLF Sub, as applicable, shall (x) be required to remit Excess Amounts and Termination Fees that are received, or have previously been received, by Cliffwater or CCLF Sub, as applicable, with respect to such Asset-Based Finance to the Purchaser within two (2) business days of the later of the date of such repayment or prepayment in full and the date of receipt thereof and (y) retain all other amounts specified in subclause (ii) of this clause (c). (d) Notwithstanding the foregoing Section 2.3(a) and ), (b) or (c), (i) for the avoidance of doubt, nothing contained in this Section 2.3 shall be duplicative of any amounts (whether payable, credits, deductions, additions or otherwise) that are part of the calculation of the Purchase Price and (ii) with respect to any fees or other amounts not specified in Section 2.3, each of the Purchaser and the Seller Cliffwater, including on behalf of CCLF Sub, shall cooperate in good faith to determine whether such fees or other amounts shall be allocated to the Purchaser Purchaser, Cliffwater or the SellerCCLF Sub, with such determination to be made using rationales reasonably consistent with the rationales used to determine the allocations set forth in Section 2.3(a), (b) and (bc) and the definition of Purchase Price.