Ramp-Up Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian a single, segregated non-interest bearing account held in the name of the Issuer, subject to the lien of the Collateral Trustee, which shall be designated as the Ramp-Up Account, which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Issuer shall direct the Collateral Trustee to deposit the amount specified in Section 3.1(k)(i) to the Ramp-Up Account on the Closing Date. In connection with any purchase of an additional Collateral Obligation, the Collateral Trustee will apply amounts held in the Ramp-Up Account as provided by Section 7.18(b) and Section 7.18(g) (as directed by the Collateral Manager). Any income earned on amounts deposited in the Ramp-Up Account will be deposited in the Interest Collection Subaccount. All other amounts on deposit in the Ramp-Up Account will be deemed to represent Principal Proceeds. On or before the Determination Date related to the second Payment Date after the Closing Date, the Collateral Trustee shall transfer from amounts on deposit in the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewith. On the Determination Date relating to the second Payment Date after the Closing Date or upon the occurrence and during the continuance of an Enforcement Event (and excluding any proceeds that will be used to settle binding commitments entered into prior to such date), the Collateral Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds and the Ramp-Up Account will be closed (after all proceeds, if any, used to settle binding commitments have been disbursed from the Ramp-Up Account).
Appears in 1 contract
Samples: Indenture and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Ramp-Up Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer Collateral Trustee shall, if directed to do so by the Issuer, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name of the Issuer, subject to Collateral Trustee for the lien benefit of the Collateral TrusteeSecured Parties, which shall be designated as the Ramp-Up Account, which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Issuer shall direct the Collateral Trustee to deposit the amount specified in the Issuer Order delivered pursuant to Section 3.1(k)(i3.1(a)(xi) to the Ramp-Up Account on the Closing Date. In connection with any purchase of an additional Collateral Obligation, the Collateral Trustee will apply amounts held in the Ramp-Up Account as provided by Section 7.18(b) and Section 7.18(g) (as directed by the Collateral Manager7.18(f). Any income earned on amounts deposited in the Ramp-Up Account will be deposited in the Interest Collection Subaccount. All other amounts on deposit in the Ramp-Up Account will be deemed to represent Principal Proceeds. On or before the Determination Date related to the second Payment Date after the Closing Date, the Collateral Trustee shall transfer from amounts on deposit in the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewith. On the Determination Date relating to the second Payment Date after the Closing Date or upon Upon the occurrence and during the continuance of an Enforcement Event (and excluding any proceeds amounts that will be used to settle binding commitments entered into prior to such date), the Collateral Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds Proceeds. On the Effective Date (and excluding any amounts that will be used to settle binding commitments entered into prior to such date), the Collateral Manager will direct the Collateral Trustee to deposit from amounts remaining in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds. On or before the second Determination Date the Collateral Trustee, at the direction of the Collateral Manager, will transfer amounts remaining in the Ramp-Up Account into the Collection Account as Interest Proceeds, as described in Section 10.2(g). All other amounts on deposit in the Ramp-Up Account will be closed deemed to represent Principal Proceeds. Any amounts remaining in the Ramp-Up Account on the third Determination Date (after all proceeds, if any, excluding any proceeds that will be used to settle binding commitments have been disbursed from entered into prior to that date) after giving effect to the Ramp-Up Account)Designated Principal Proceeds shall be deposited into the Collection Account as Principal Proceeds.
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Technology Finance Corp. II)
Ramp-Up Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer Trustee shall, if directed to do so by the Issuer, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name of the Issuer, subject to the lien Lien of the Collateral Trusteethis Indenture, which shall be designated as the Ramp-Up Account, which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Cayman Issuer shall direct the Collateral Trustee to deposit the amount specified in Section 3.1(k)(i3.1(a)(xi)(A) to the Ramp-Up Account on the Closing Date. In connection with any purchase of an additional Collateral Obligation, the Collateral Trustee will apply amounts held in the Ramp-Up Account as provided by Section 7.18(b7.17(b) and Section 7.18(g) (as directed by 7.17(f). On or before the second Determination Date the Trustee, at the direction of the Collateral Manager, may transfer amounts remaining in the Ramp-Up Account into the Collection Account as Interest Proceeds, in each case in accordance with Section 10.2(g). Any income earned on amounts deposited in the Ramp-Up Account will be deposited in the Interest Collection Subaccount. All other amounts on deposit in the Ramp-Up Account will be deemed to represent Principal Proceeds. On or before the Determination Date related to the second Payment Date after the Closing Date, the Collateral Trustee shall transfer from amounts on deposit in the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewith. On the Determination Date relating to the second Payment Date after the Closing Date or upon Upon the occurrence and during the continuance of an Enforcement Event (and excluding any proceeds amounts that will be used to settle binding commitments entered into prior to such date), the Collateral Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds Proceeds. On the Effective Date (and Any amounts remaining in the Ramp-Up Account on the third Determination Date after the Refinancing Date (excluding any amountsproceeds that will be closed (after all proceeds, if any, used to settle binding commitments have been disbursed entered into prior to suchthat date), the Collateral Manager, in its sole discretion, shall direct the Trustee to deposit from amounts remaining in the Ramp-Up Account)Account (x) an amount designated by the Collateral Manager not greater than 0.5% of the Target Initial Par Amount into the Interest Collection Subaccount as Interest Proceeds, provided that the Target Initial Par Condition is satisfied before and after giving effect to suchthe Designated Principal Proceeds shall be deposited, and (y) any remaining amounts (after any deposit pursuant to clause (x) above) into the Principal Collection SubaccountAccount as Principal Proceeds.
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Ramp-Up Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer Trustee shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian a single, segregated non-interest bearing account held in the name of the Issuer, subject to the lien of the Collateral Trustee, for the benefit of the Secured Parties, which shall will be designated as the “Ramp-Up Account”, which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Issuer shall direct the Collateral Trustee to deposit the amount specified in Section 3.1(k)(i3.1(xi)(A) to the interest subaccount and the principal subaccount, as applicable, of the Ramp-Up Account on the Closing DateAccount. In connection with any purchase of an additional Collateral Obligation, the Collateral Trustee will apply amounts held in the Ramp-Up Account as provided by Section 7.18(b) and Section 7.18(g) (as directed by ). At the discretion of the Collateral Manager). Any income earned on amounts deposited , funds in the Ramp-Up Account will may be deposited in designated by written notice as either Interest Proceeds (subject to satisfaction of the Effective Date Interest Collection Subaccount. All other amounts on deposit in Deposit Restriction after giving effect to such designation) or Principal Proceeds by the Collateral Manager to the Trustee and shall be transferred from the interest subaccount or the principal subaccount of the Ramp-Up Account will be deemed to represent Principal Proceeds. On or before the Determination Date related to the second Payment Date after Interest Collection Subaccount or Principal Collection Subaccount (as the Closing case may be) of the Collection Account. Prior to the Effective Date, any Principal Proceeds shall be held in the Collateral Trustee shall transfer from amounts on deposit in principal subaccount of the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewithAccount. On the Determination Date relating to the second Payment Date first day after the Closing Effective Date or upon the occurrence and during the continuance of an Enforcement Event of Default (and excluding any proceeds that will be used to settle binding commitments entered into prior to such date), the Collateral Trustee will deposit any remaining amounts in the principal subaccount of the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds (or if otherwise instructed by the Collateral Manager, into the Interest Collection Subaccount, as Interest Proceeds (subject to satisfaction of the Effective Date Interest Deposit Restriction after giving effect to such designation)) and any remaining amounts in the interest subaccount of the Ramp-Up Account into the Interest Collection Subaccount as Interest Proceeds. For the avoidance of doubt, the transfer of amounts from the Ramp-Up Account into the Interest Collection Subaccount as Interest Proceeds shall occur prior to the second Payment Date. Any income earned on amounts deposited in the Ramp-Up Account will be closed (after all proceeds, if any, used to settle binding commitments have been disbursed from deposited in the Ramp-Up Account)Interest Collection Subaccount.
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Ramp-Up Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name of the Issuer, Issuer subject to the lien of the Collateral Trustee, for the benefit of the Secured Parties, which shall be designated as the Ramp-Up Account, which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Issuer shall direct the Collateral Trustee to deposit the amount specified in Section 3.1(k)(i) U.S.$72,032,688.89 to the Ramp-Up Account on the Closing Date. In connection with any purchase of an additional Collateral Obligation, the Collateral Trustee will apply amounts held in the Ramp-Up Account as provided by Section 7.18(b) and Section 7.18(g) (as directed by the Collateral Manager). Any income earned on amounts deposited in the Ramp-Up Account will be deposited in the Interest Collection Subaccount. All other amounts on deposit in the Ramp-Up Account will be deemed to represent Principal Proceeds. On or before the Determination Date related to the second Payment Date after the Closing Date, the Collateral Trustee shall transfer from amounts on deposit in the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewith. On the Determination Date relating to the second Payment Date after the Closing Effective Date or upon the occurrence and during the continuance of an Enforcement Event of Default (and excluding any proceeds that will be used to settle binding commitments entered into prior to such date), the Collateral Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds. After the Effective Date and on or prior to the Determination Date related to the second Payment Date after the Closing Date (so long as the Target Initial Par Condition has been satisfied, and with respect to any distribution in connection with clause (b) below, is satisfied on a pro forma basis after giving effect to such distribution, and a Special Redemption was not required and excluding any proceeds that will be used to settle binding commitments entered into prior to that date), (a) at the direction of the Collateral Manager the Collateral Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds (except as provided in clause (b) below) and (b) the Collateral Manager may designate any remaining amounts in the Ramp-Up Account as Interest Proceeds to be deposited into the Interest Collection Subaccount (amounts so designated as Interest Proceeds, "Designated Unused Proceeds"), so long as, after giving effect to such designation, (i) the aggregate amount of Designated Principal Proceeds and Designated Unused Proceeds does not exceed 1.0% of the Target Initial Par Amount, (ii) the Adjusted Collateral Principal Amount is greater than or equal to the Target Initial Par Amount and (iii) each Overcollateralization Ratio Test is satisfied (such requirements, the "Effective Date Interest Deposit Restriction"). Any income earned on amounts deposited in the Ramp-Up Account will be closed (after all proceeds, if any, used to settle binding commitments have been disbursed from deposited in the Ramp-Up Account)Interest Collection Subaccount as Interest Proceeds.
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Ramp-Up Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer Collateral Trustee shall, if directed to do so by the Issuer, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name of the Issuer, subject to the lien Lien of the Collateral Trusteethis Indenture, which shall be designated as the Ramp-Up Account, which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Issuer shall direct the Collateral Trustee to deposit the amount specified in the Issuer Order delivered pursuant to Section 3.1(k)(i3.1(xia)(Axi) to the Ramp-Up Account on the Closing Date. In connection with any purchase of an additional Collateral Obligation, the Collateral Trustee will apply amounts held in the Ramp-Up Account as provided by Section 7.18(b) and Section 7.18(g) (as directed by 7.18(f). On or before the second Determination Date the Collateral Trustee, at the direction of the Collateral Manager, may transfer amounts remaining in the Ramp-Up Account into the Collection Account as Interest Proceeds, in each case in accordance with Section 10.2(g). Any income earned on amounts deposited in the Ramp-Up Account will be deposited in the Interest Collection Subaccount. All other amounts on deposit in the Ramp-Up Account will be deemed to represent Principal Proceeds. On or before the Determination Date related to the second Payment Date after the Closing Date, the Collateral Trustee shall transfer from amounts on deposit in the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewith. On the Determination Date relating to the second Payment Date after the Closing Date or upon Upon the occurrence and during the continuance of an Enforcement Event (and excluding any proceeds amounts that will be used to settle binding commitments entered into prior to such date), the Collateral Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds Proceeds. On the Effective Date (and Any amounts remaining in the Ramp-Up Account on the third Determination Date (excluding any amountsproceeds that will be closed (after all proceeds, if any, used to settle binding commitments have been disbursed entered into prior to suchthat date), the Collateral Manager, in its sole discretion, shall direct the Collateral Trustee to deposit from amounts remaining in the Ramp-Up Account)Account (x) an amount designated by the Collateral Manager not greater than 0.5% of the Target Initial Par Amount into the Interest Collection Subaccount as Interest Proceeds, provided that the Target Initial Par Condition is satisfied before and after giving effect to such deposit, and (y) any remaining amounts (after any deposit pursuant to clause (x) above) into the Principalthe Designated Principal Proceeds shall be deposited into the Collection SubaccountAccount as Principal Proceeds.
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Ramp-Up Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian a single, segregated non-interest bearing account held in the name of the Issuer, subject to the lien Lien of the Collateral Trusteethis Indenture, which shall be designated as the Ramp-Up Account, which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Issuer shall direct hereby directs the Collateral Trustee to deposit the amount specified in Section 3.1(k)(i3.1(k) to the Ramp-Up Account on the Closing Date. In connection with any purchase of an additional Collateral Obligation, the Collateral Trustee will apply amounts held in the Ramp-Up Account as provided by Section 7.18(b) and Section 7.18(g) (as directed by the Collateral Manager7.18(f). Any income earned on amounts deposited in the Ramp-Up Account will be deposited in the Interest Collection Subaccount. All other amounts on deposit in the Ramp-Up Account will be deemed to represent Principal Proceeds. On or before the Determination Date related to the second Payment Date after the Closing Date, the Collateral Trustee shall transfer from amounts on deposit in the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewith. On the Determination Date relating or, solely with respect to the second Payment Date after the Closing Date or clause (y) below, upon the occurrence and during the continuance of an Enforcement Event (and excluding any proceeds that will be used to settle binding commitments entered into prior to such that date), the Collateral Trustee will deposit any from amounts remaining amounts in the Ramp-Up Account (x) an amount designated by the Collateral Manager (the “Designated Ramp-Up Proceeds”) not greater than 1.0% of the Target Initial Par Amount (the “Designated Deposit Cap”) into the Interest Collection Subaccount as Interest Proceeds; provided that (i) the Target Initial Par Condition is satisfied before and after giving effect to such deposit, (ii) clause (iv) of the definition of “Concentration Limitations” is satisfied before and after giving effect to such deposit and (iii) each Coverage Test is satisfied before and after giving effect to such deposit and (y) any remaining amounts (after any deposit pursuant to clause (x) above so long as no Enforcement Event has occurred and is continuing) into the Principal Collection Subaccount as Principal Proceeds. From time to time following the Effective Date and on or prior to the Determination Date related to the first Payment Date after the Closing Date, the Collateral Manager may designate Principal Proceeds and received by the Issuer as Interest Proceeds (the “Designated Principal Proceeds”), so long as, after giving effect to such designation (i) the aggregate amount of Designated Ramp-Up Account Proceeds and Designated Principal Proceeds will be closed not exceed the Designated Deposit Cap, (after all proceeds, if any, used to settle binding commitments have been disbursed from ii) the Ramp-Up Account)Target Initial Par Condition is satisfied and (iii) each Overcollateralization Ratio Test is satisfied.
Appears in 1 contract
Samples: Indenture and Security Agreement (Nuveen Churchill Direct Lending Corp.)
Ramp-Up Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer The Trustee shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian a single, three segregated non-interest bearing account held in the name of the Issuer, subject securities accounts collectively referred to the lien of the Collateral Trustee, which shall be designated as the “Ramp-Up Account,” one of which will be designated the “Subordinated Note Ramp-Up Account” into which will be deposited net proceeds of the Subordinated Notes, one of which shall will be maintained designated the “Interest Ramp-Up Account” and one of which will be designated the “Principal Ramp-Up Account” (the “Principal Ramp-Up Account” together with the Custodian in accordance with “Interest Ramp-Up Account”, the Securities Account Control Agreement“Secured Note Ramp-Up Account”). The Issuer shall direct the Collateral Trustee to deposit the amount amounts specified in Section 3.1(k)(i3.1(a)(xi)(A) to in the Interest Ramp-Up Account and the Principal Ramp-Up Account, as applicable, on the Closing Date. In connection with any purchase On behalf of an additional Collateral Obligationthe Issuer, the Collateral Manager will direct the Trustee will apply to, from time to time prior to the Effective Date, purchase additional Collateral Obligations (using amounts in the Interest Ramp-Up Account or the Principal Ramp-Up Account (at the discretion of the Collateral Manager)) and invest in Eligible Investments any amounts not used to purchase such additional Collateral Obligations. At the discretion of the Collateral Manager, funds in the Interest Ramp-Up Account may be designated by written notice to the Trustee and the Collateral Administrator as either Interest Proceeds or Principal Proceeds by the Collateral Manager to the Trustee and shall be transferred from the Interest Ramp-Up Account to, in the case of funds designated as Interest Proceeds, the Interest Collection Account of the Collection Account and, in the case of funds designated as Principal Proceeds, the Principal Ramp-Up Account or the Principal Collection Account of the Collection Account. On any date on or after the Target Initial Par Condition is satisfied and prior to the Determination Date preceding the second Payment Date, at the discretion of the Collateral Manager, funds in the Principal Ramp-Up Account may be designated by written notice as either Interest Proceeds or Principal Proceeds by the Collateral Manager to the Trustee and shall be transferred from the Principal Ramp-Up Account to the Interest Collection Account or Principal Collection Account (as the case may be) of the Collection Account; provided that (i) after giving effect to such transfer, the conditions set forth in the definition of Target Initial Par Condition and the Specified Tested Items are satisfied and (ii) not more than 1.0% of the Target Initial Par Amount may be so designated as Interest Proceeds. Prior to the Effective Date, any Principal Proceeds shall be held in the Ramp-Up Account. On the first day after the Effective Date or upon the occurrence of an Event of Default which a Trust Officer of the Trustee has actual knowledge of, the Trustee will deposit any remaining amounts in the Principal Ramp-Up Account into the Principal Collection Account as provided by Section 7.18(b) Principal Proceeds and Section 7.18(g) any remaining amounts in the Interest Ramp-Up Account into the Interest Collection Account as Interest Proceeds or (as directed by at the discretion and direction of the Collateral Manager)) the Principal Collection Account as Principal Proceeds. Any income earned on amounts deposited in the Ramp-Up Account will be deposited in the Interest Collection Subaccount. All other amounts on deposit in the Ramp-Up Account will be deemed to represent Principal Proceeds. On or before the Determination Date related to the second Payment Date after the Closing Date, the Collateral Trustee shall transfer from amounts on deposit in the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewith. On the Determination Date relating to the second Payment Date after the Closing Date or upon the occurrence and during the continuance of an Enforcement Event (and excluding any proceeds that will be used to settle binding commitments entered into prior to such date), the Collateral Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds and the Ramp-Up Account will be closed (after all proceeds, if any, used to settle binding commitments have been disbursed from the Ramp-Up Account).
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Ramp-Up Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name of the IssuerTrustee, subject to for the lien benefit of the Collateral TrusteeSecured Parties, which shall be designated as the Ramp-Up Account, which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Issuer shall direct the Collateral Trustee to deposit the amount specified in Section 3.1(k)(i) $295,007,000 to the Ramp-Up Account on the Closing Date. In connection with any purchase of an additional Collateral Obligation, the Collateral Trustee will apply amounts held in the Ramp-Up Account as provided by Section 7.18(b) and Section 7.18(g) (as directed by the Collateral Manager). Any income earned on amounts deposited in the Ramp-Up Account will be deposited in the Interest Collection Subaccount. All other amounts on deposit in the Ramp-Up Account will be deemed to represent Principal Proceeds. On or before the Determination Date related to the second Payment Date after the Closing Date, the Collateral Trustee shall transfer from amounts on deposit in the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewith. On the Determination Date relating to the second Payment Date after the Closing Effective Date or upon the occurrence and during the continuance of an Enforcement Event of Default (and excluding any proceeds that will be used to settle binding commitments entered into prior to such date), the Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds. After the Effective Date and on or prior to the Determination Date related to the second Payment Date (so long as the Target Initial Par Condition has been satisfied, and with respect to any distribution in connection with clause (b) below, is satisfied on a pro forma basis after giving effect to such distribution, and a Special Redemption was not required and excluding any proceeds that will be used to settle binding commitments entered into prior to that date), (a) at the direction of the Collateral Manager the Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds (except as provided in clause (b) below) and (b) the Collateral Manager may designate any remaining amounts in the Ramp-Up Account as Interest Proceeds to be deposited into the Interest Collection Subaccount (amounts so designated as Interest Proceeds, “Designated Unused Proceeds”), so long as, after giving effect to such designation, the aggregate amount of Designated Principal Proceeds and Designated Unused Proceeds does not exceed 1.0% of the Target Initial Par Amount (such requirements, the “Effective Date Interest Deposit Restriction”). Any income earned on amounts deposited in the Ramp-Up Account will be closed (after all proceeds, if any, used to settle binding commitments have been disbursed from deposited in the Ramp-Up Account)Interest Collection Subaccount as Interest Proceeds.
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Ramp-Up Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to Before the Closing Date, cause the Collateral Trustee to will establish at the Custodian a single, segregated non-interest bearing trust account held in the name of the Issuer, subject to the lien of the Collateral Trustee, which shall will be designated as the "Ramp-Up Account." On the Closing Date, the net proceeds of the issuance of the Notes remaining after payment of fees, expenses and allocations to other accounts as described herein, will be deposited into the Ramp-Up Account. Of the proceeds of the issuance of the Notes which are not applied to pay for the purchase of Collateral Obligations purchased by the Issuer on or before the Closing Date (including, which shall be maintained without limitation, repayment of any amounts borrowed by the Issuer in connection with the Custodian purchase of Collateral Obligations prior to the Closing Date) U.S.$183,842,954.77 representing proceeds of the issuance of the Notes will be deposited in accordance with the Securities Account Control Agreement. The Issuer shall direct the Collateral Trustee to deposit the amount specified in Section 3.1(k)(i) to the Ramp-Up Account on the Closing Date. In connection with any purchase addition, Principal Proceeds received by the Issuer prior to the Effective Date shall be deposited into the Ramp-Up Account. On behalf of an additional Collateral Obligationthe Issuer, the Collateral Manager will direct the Trustee to, from time to time prior to the Effective Date, purchase additional Collateral Obligations and invest in Eligible Investments any amounts not used to purchase such additional Collateral Obligations. Any purchase of a Collateral Obligation that will settle after the Closing Date shall be settled first with Principal Proceeds on deposit in the Collection Account and, only if sufficient amounts are not available in the Collection Account, with remaining amounts on deposit in the Ramp-Up Account. Upon the occurrence of an Event of Default, the Trustee will apply deposit any remaining amounts held in the Ramp-Up Account (excluding any proceeds that will be used to settle binding commitments entered into prior to that date) into the Collection Account as provided by Section 7.18(b) and Section 7.18(g) (as directed by Principal Proceeds. On the first Business Day after Effective Date Ratings Confirmation has been obtained, the Trustee will, at the direction of the Collateral Manager), deposit any remaining amounts in the principal subaccount of the Ramp-Up Account into the Collection Account as Principal Proceeds, and any remaining amounts in the interest subaccount of the Ramp-Up Account shall be deposited into the Collection Account as Interest Proceeds or Principal Proceeds, at the discretion of the Collateral Manager. Any income earned on amounts deposited in the Ramp-Up Account will be deposited in the Interest Collection Subaccount. All other amounts on deposit in the Ramp-Up Account will be deemed to represent Principal Proceeds. On or before the Determination Date related to the second Payment Date after the Closing Date, the Collateral Trustee shall transfer from amounts on deposit in the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewith. On the Determination Date relating to the second Payment Date after the Closing Date or upon the occurrence and during the continuance of an Enforcement Event (and excluding any proceeds that will be used to settle binding commitments entered into prior to such date), the Collateral Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds and the Ramp-Up Account will be closed (after all proceeds, if any, used to settle binding commitments have been disbursed from the Ramp-Up Account).
Appears in 1 contract
Samples: Indenture (NewStar Financial, Inc.)
Ramp-Up Account. In accordance with this Indenture and the Issuer Securities Account Control Agreement, the Issuer Trustee shall, prior to the Closing Date, cause the Collateral Trustee to establish at with the Custodian a single, segregated non-interest bearing account held in the name of the Issuer, “ABPCI Direct Lending Fund CLO XIII Ltd” which account shall be subject to the lien of U.S. Bank Trust Company, National Association, as Trustee for the Collateral Trustee, which benefit of the Secured Parties and shall be designated as the “Ramp-Up Account”, which and shall be maintained with the Custodian in accordance with the Issuer Securities Account Control Agreement. The Issuer shall direct the Collateral Trustee to deposit the amount specified in Section 3.1(k)(i3.1(a)(xii)(B) to into the Ramp-Up Account on the Closing Date. In connection with any purchase acquisition of an additional Collateral Obligation, the Collateral Trustee will shall apply amounts held in the Ramp-Up Account as provided by Section 7.18(b) and Section 7.18(g) (as directed by the Collateral Manager7.18(a). Any income earned on Upon the occurrence of an Event of Default (and excluding any proceeds that shall be used to settle binding commitments entered into prior to that date), the Trustee shall deposit any remaining amounts deposited in the Ramp-Up Account will be deposited in into the Interest Reinvesting Collection Subaccount. All other amounts on deposit in the Ramp-Up Account will be deemed to represent as Principal Proceeds. On or before the first Determination Date related to the second Payment Date after the Closing Date, the Collateral Trustee shall transfer from amounts on deposit in the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewith. On the Determination Date relating to the second Payment Date after the Closing Date or upon the occurrence and during the continuance of an Enforcement Event (and excluding any proceeds that will be used to settle binding commitments entered into prior to such that date)) on which no Rating Confirmation Failure has occurred and is continuing, (a) at the direction of the Collateral Manager the Trustee will shall deposit any amounts remaining in the Ramp-Up Account into the Reinvesting Collection Account as Principal Proceeds (except as provided in clause (b) below) and the Ramp-Up Account shall be closed and (b) the Collateral Manager may designate any remaining amounts in the Ramp-Up Account as Interest Proceeds to be deposited into the Principal Collection Subaccount Account (amounts so designated as Interest Proceeds, “Designated Unused Proceeds”), so long as, after giving effect to such designation, (i) the aggregate amount of Designated Principal Proceeds and Designated Unused Proceeds does not exceed 1.0% of the Target Initial Par Amount, (ii) the Principal Collateralization Amount is greater than the Target Initial Par Amount and (iii) each Overcollateralization Ratio Test is satisfied (such requirements, the “Effective Date Interest Deposit Restrictions”). Any income earned on amounts deposited in the Ramp-Up Account will shall be closed (after all proceeds, if any, used to settle binding commitments have been disbursed from deposited in the Ramp-Up Account)Reinvesting Collection Account as Interest Proceeds.
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Ramp-Up Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Collateral Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name of the IssuerTrustee, subject to for the lien benefit of the Collateral TrusteeSecured Parties, which shall be designated as the Ramp-Up Account, which shall be maintained with the Custodian in accordance with the Securities Account Control Agreement. The Issuer shall direct the Collateral Trustee to deposit the amount specified in Section 3.1(k)(i) $48,000,000 to the Ramp-Up Account on the Closing Date. In connection with any purchase of an additional Collateral Obligation, the Collateral Trustee will apply amounts held in the Ramp-Up Account as provided by Section 7.18(b) and Section 7.18(g) (as directed by the Collateral Manager). Any income earned on amounts deposited in the Ramp-Up Account will be deposited in the Interest Collection Subaccount. All other amounts on deposit in the Ramp-Up Account will be deemed to represent Principal Proceeds. On or before the Determination Date related to the second Payment Date after the Closing Date, the Collateral Trustee shall transfer from amounts on deposit in the Ramp-Up Account the amount (if any) designated by the Collateral Manager into the Collection Account as Interest Proceeds, so long as the Collateral Manager determines the Effective Date Interest Deposit Condition is satisfied in connection therewith. On the Determination Date relating to the second Payment Date after the Closing Effective Date or upon the occurrence and during the continuance of an Enforcement Event of Default (and excluding any proceeds that will be used to settle binding commitments entered into prior to such date), the Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds. After the Effective Date and on or prior to the Determination Date related to the second Payment Date after the Closing Date (so long as the Target Initial Par Condition has been satisfied, and with respect to any distribution in connection with clause (b) below, is satisfied on the date of such distribution on a pro forma basis after giving effect to such distribution, and a Special Redemption was not required and excluding any proceeds that will be used to settle binding commitments entered into prior to that date), (a) at the direction of the Collateral Manager the Trustee will deposit any remaining amounts in the Ramp-Up Account into the Principal Collection Subaccount as Principal Proceeds (except as provided in clause (b) below) and (b) the Collateral Manager may designate any remaining amounts in the Ramp-Up Account as Interest Proceeds to be deposited into the Interest Collection Subaccount (amounts so designated as Interest Proceeds, “Designated Unused Proceeds”), so long as, after giving effect to such designation, the aggregate amount of Designated Principal Proceeds and Designated Unused Proceeds does not exceed 1.0% of the Target Initial Par Amount (such requirements, the “Effective Date Interest Deposit Restriction”). Any income earned on amounts deposited in the Ramp-Up Account will be closed (after all proceeds, if any, used to settle binding commitments have been disbursed from deposited in the Ramp-Up Account)Interest Collection Subaccount as Interest Proceeds.
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Samples: Indenture (GOLUB CAPITAL BDC, Inc.)