Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make distributions sufficient in amount to achieve the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein), and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 6 contracts
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp. II), Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.), Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Financing Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein), maintain the status of a RIC under the Code and a “business development company” under the Investment Company Act for so long as the Borrower retains such status and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 6 contracts
Samples: Secured Revolving Credit Agreement (Owl Rock Core Income Corp.), Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.), Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) ), (other than arising from any Designated SubsidiaryTransferred Assets), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required dividends and distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein)maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal income and excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 5 contracts
Samples: Senior Secured Revolving Credit Agreement (Blue Owl Capital Corp III), Senior Secured Credit Agreement (Blue Owl Technology Finance Corp. II), Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp III)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than arising from any Designated SubsidiaryTransferred Assets), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required dividends and distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein)maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal income and excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 4 contracts
Samples: Senior Secured Credit Agreement (Blue Owl Technology Finance Corp.), Senior Secured Credit Agreement (Blue Owl Technology Finance Corp. II), Senior Secured Credit Agreement (BlackRock Private Credit Fund)
Return of Capital. If any Obligor the Borrower shall receive any Return of Capital (other than from any Financing Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with Section 8.06 of the Guarantee and Security Agreement and Agreement, (B) exclude the amounts necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to maintain the status of a RIC under the Code and a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to be necessary for avoid payment by the Borrower to make distributions sufficient in amount to achieve of federal excise Taxes imposed by Section 4982 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein)Code for so long as the Borrower retains the status of a RIC under the Code, and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 4 contracts
Samples: Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement (Goldman Sachs BDC, Inc.)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) ), (other than pursuant to any Back-to-Back Transaction or arising from any Designated SubsidiaryTransferred Assets), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required dividends and distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein)maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal income and excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 3 contracts
Samples: Senior Secured Credit Agreement (Blue Owl Technology Income Corp.), Senior Secured Credit Agreement (Blue Owl Technology Income Corp.), Senior Secured Credit Agreement (Owl Rock Technology Income Corp.)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Financing Subsidiary), the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) (I) from the period commencing on any Non-Extended Commitment Termination Date and ending on the Extended Commitment Termination Date, be applied ratably among the Non-Extending Lenders for which any Non-Extended Commitment Termination Date shall have occurred and (II) from the Extended Commitment Termination Date to the Extended Final Maturity Date, be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein), maintain the status of a RIC under the Code and a “business development company” under the Investment Company Act for so long as the Borrower retains such status and (II) if the Loans to be prepaid pursuant to this Section 2.10(d2.01(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such LoansLoans owed to such Lender or Lenders, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 3 contracts
Samples: Credit Agreement (TPG Specialty Lending, Inc.), Credit Agreement (TPG Specialty Lending, Inc.), Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Return of Capital. If any Obligor the Borrower shall receive any Return of Capital (other than from any Financing Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with Section 8.06 of the Guarantee and Security Agreement and Agreement, (B) exclude the amounts necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to maintain its Tax status as a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to be necessary for avoid payment by the Borrower to make distributions sufficient in amount to achieve of federal excise Taxes imposed by Section 4982 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein)Code for so long as the Borrower retains the status of a RIC under the Code, and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 3 contracts
Samples: Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Return of Capital. If any Obligor shall receive any Return of Capital Capital, and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiaryother Obligor or pursuant to any Back-to-Back Transaction or arising from any Transferred Assets), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital to the extent such Return of Capital is not from a Financing Subsidiary or Foreign Subsidiary (excluding amounts payable by the Borrower pursuant to Section 2.15) ), in each case, no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required dividends and distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein)maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal income and excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 2 contracts
Samples: Secured Revolving Credit Agreement (Bain Capital Private Credit), Revolving Credit Agreement (Bain Capital Private Credit)
Return of Capital. If any Obligor shall receive any Return of Capital and (other than arising from any Transferred Assets) that is not otherwise included in clauses clause (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than pursuant to any Back-to-Back Transaction or arising from any Designated SubsidiaryTransferred Assets), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required dividends and distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein)maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal income and excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 2 contracts
Samples: Credit Agreement (Barings Private Credit Corp), Assignment and Assumption (Barings Private Credit Corp)
Return of Capital. If any Obligor shall receive any Return of Capital (other than from any Financing Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay Loans and/or Cash Collateralize outstanding Letters of Credit in an aggregate principal amount of Loans equal to 90100% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) (and the Commitments shall be permanently reduced by such amount of Loans prepaid) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with Section 8.06 of the Guarantee and Security Agreement and except as otherwise set forth in Section 2.10(e), (B) exclude the amounts necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to maintain its Tax status as a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to be necessary for avoid payment by the Borrower to make distributions sufficient in amount to achieve of federal excise Taxes imposed by Section 4982 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein)Code for so long as the Borrower retains the status of a RIC under the Code, and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Eurocurrency Loans or, if the then-current Benchmark is Adjusted Term Benchmark SOFR, SOFR Loans, the Borrower may defer such prepayment (and permanent Commitment reduction) until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash ProceedsProceeds or Return of Capital, as applicable, no later than the fifth Business Day following the receipt of such Net Cash ProceedsProceeds or Return of Capital, as applicable, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on (and permanent Commitment reduction) the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC), Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Return of Capital. If any Obligor the Borrower shall receive any Return of Capital (other than from any Financing Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with Section 8.06 of the Guarantee and Security Agreement and Agreement, (B) exclude the amounts necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to maintain its ability to be subject to Tax as a RIC under Section 852 the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to be necessary for avoid payment by the Borrower to make distributions sufficient in amount to achieve of federal excise Taxes imposed by Section 4982 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein)Code for so long as the Borrower retains the status of a RIC under the Code, and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 2 contracts
Samples: Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary)Capital, the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts amounts, if any, payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return Returns of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and Agreement, (B) exclude the amount necessary for the Borrower to make all required distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b) herein) to maintain the status of a RIC under the Code and a “business development company” under the Investment Company Act for so long as the Borrower retains such status, (C) exclude amounts described above in clauses (i) through (v) with respect to be necessary a Foreign Subsidiary if the application of such amounts to the repayment of the Loans would create a liability for the Borrower to make distributions sufficient in amount to achieve or such Foreign Subsidiary under Section 956 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein), Code and (IID) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of 50 Revolving Credit Agreement such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Senior Secured (Carlyle GMS Finance, Inc.)
Return of Capital. If any Obligor shall receive any Return of Capital (other than from any Financing Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay Loans and/or Cash Collateralize outstanding Letters of Credit in an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) (and the Commitments shall be permanently reduced by such amount of Loans prepaid) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with Section 8.06 of the Guarantee and Security Agreement and except as otherwise set forth in Section 2.10(e), (B) exclude the amounts necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to maintain its Tax status as a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to be necessary for avoid payment by the Borrower to make distributions sufficient in amount to achieve of federal excise Taxes imposed by Section 4982 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein)Code for so long as the Borrower retains the status of a RIC under the Code, and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment (and permanent Commitment reduction) until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash ProceedsProceeds or Return of Capital, as applicable, no later than the fifth Business Day following the receipt of such Net Cash ProceedsProceeds or Return of Capital, as applicable, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on (and permanent Commitment reduction) the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary)Capital, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing; provided, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make distributions sufficient in amount to achieve the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein), and (II) that if the Loans to be prepaid pursuant to this Section 2.10(dclauses (i) through (v) above are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such LoansLoans owed to such Lender or Lenders, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, and provided further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15. Notwithstanding the foregoing, Net Cash Proceeds required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) from the Commitment Termination Date to the Final Maturity Date, be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount necessary for the Borrower to make all required distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b) herein) to maintain the status of a RIC under the Code and a “business development company” under the Investment Company Act for so long as the Borrower retains such status.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (New Mountain Finance Corp)
Return of Capital. If any Obligor shall receive any Return of Capital (other than from any Financing Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with Section 8.06 of the Guarantee and Security Agreement and Agreement, (B) exclude the amounts necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to maintain its Tax status as a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to be necessary for avoid payment by the Borrower to make distributions sufficient in amount to achieve of federal excise Taxes imposed by Section 4982 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein)Code for so long as the Borrower retains the status of a RIC under the Code, and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Return of Capital. If any Obligor shall receive any Return of Capital (other than from any Financing Subsidiary or arising from any Transferred Assets), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay Loans and/or Cash Collateralize outstanding Letters of Credit in an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) (and the Commitments shall be permanently reduced by such amount of Loans prepaid) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with Section 8.06 of the Guarantee and Security Agreement and except as otherwise set forth in Section 2.10(e), (B) exclude the amounts necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to maintain its Tax status as a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to be necessary for avoid payment by the Borrower to make distributions sufficient in amount to achieve of federal excise and income Taxes imposed by Section 4982 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein)Code for so long as the Borrower retains the status of a RIC under the Code, and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment (and permanent Commitment reduction) until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash ProceedsProceeds or Return of Capital, as applicable, no later than the fifth Business Day following the receipt of such Net Cash ProceedsProceeds or Return of Capital, as applicable, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on (and permanent Commitment reduction) the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Financing Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding ARTICLE CCLXVIINotwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein), maintain the status of a RIC under the Code and a “business development company” under the Investment Company Act for so long as the Borrower retains such status and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.. Revolving Credit Agreement
Appears in 1 contract
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Financing Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein), maintain the status of a RIC 66 Revolving Credit Agreement under the Code and a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such LoansLoans owed to such Lender or Lenders, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Return of Capital. If any Obligor the Borrower shall receive any Return of Capital (other than from any Financing Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with Section 8.06 of the Guarantee and Security Agreement and Agreement, (B) exclude the amounts necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to maintain its ability to be subject to Tax as a RIC under Section 852 of the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to be necessary for avoid payment by the Borrower to make distributions sufficient in amount to achieve of federal excise Taxes imposed by Section 4982 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein)Code for so long as the Borrower retains the status of a RIC under the Code, and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Assignment and Assumption (Goldman Sachs Middle Market Lending Corp.)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than arising from any Designated SubsidiaryTransferred Assets), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (other than pursuant to any Back-to-Back Transaction or arising from any Transferred Assets) (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required dividends and distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein)maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal income and excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Lord Abbett Private Credit Fund)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary)Capital, the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required dividends and distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein), maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Credit Agreement (Prospect Floating Rate & Alternative Income Fund, Inc.)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary)Capital, the Borrower shall prepay an aggregate principal amount of Loans equal to 90100% of such Return of Capital (excluding amounts amounts, if any, payable by the Borrower pursuant to Section 2.152.14) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b2.08(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return Returns of Capital required to be applied to the prepayment of the outstanding Loans pursuant to this Section 2.10(d2.09(c) shall (A) be applied in accordance with the Guarantee and Security Agreement and Agreement, (B) exclude the amount (which shall be no less than the amount estimated in good faith by the Borrower to be under Section 6.05(b) herein) necessary for the Borrower to make all required distributions sufficient in amount to achieve maintain the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein), status of a RIC under the Code and (II) if a “business development company” under the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, Investment Company Act for so long as the Borrower deposits an amount equal retains such status (including distributions permitted under Section 6.05(b)) and (C) exclude amounts described above in clauses (i) through (v) with respect to such Net Cash Proceeds, no later than a Foreign Subsidiary if the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount amounts to the prepayment repayment of the Loans on would create a liability for the last day Borrower or such Foreign Subsidiary under Section 956 of such Interest Periodthe Code; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b2.08(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.2.14. Senior Secured Credit Agreement
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Franklin BSP Lending Corp)
Return of Capital. If any Obligor shall receive any Return of Capital (other than from any Financing Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay Loans and/or Cash Collateralize outstanding Letters of Credit in an aggregate principal amount of Loans equal to 90100% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) (and the Commitments shall be permanently reduced by such amount of Loans prepaid) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with Section 8.06 of the Guarantee and Security Agreement and except as otherwise set forth in Section 2.10(e), (B) exclude the amounts necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to maintain its Tax status as a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to be necessary for avoid payment by the Borrower to make distributions sufficient in amount to achieve of federal excise Taxes imposed by Section 4982 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein)Code for so long as the Borrower retains the status of a RIC under the Code, and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Eurocurrency Loans or, if the then-current Benchmark is Adjusted Term Benchmark SOFR, SOFR Loans, the Borrower may defer such prepayment (and permanent Commitment reduction) until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash ProceedsProceeds or Return of Capital, as applicable, no later than the fifth Business Day following the receipt of such Net Cash ProceedsProceeds or Return of Capital, as applicable, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on (and permanent Commitment reduction) the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.the
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Financing Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein), maintain the status of a RIC under the Code and a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such LoansLoans owed to such Lender or Lenders, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Return of Capital. If any Obligor shall receive any Return of Capital (other than from any Financing Subsidiary or Foreign Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary2.09(d), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.152.14) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b2.08(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d2.09(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required dividends and distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein)maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, and (II) if the Loans to be prepaid pursuant to this Section 2.10(d2.09(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b2.08(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.152.14.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hercules Capital, Inc.)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary)Capital, the Borrower shall prepay an aggregate principal amount of Loans equal to 9090100% of such Return of Capital (excluding amounts amounts, if any, payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return Returns of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and Agreement, (B) exclude the amount necessary for the 52 Revolving Credit Agreement US-DOCS\81066382.481066382.11 #4821-5428-0772 Borrower to make all required distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b) herein) to maintain the status of a RIC under the Code and a “business development company” under the Investment Company Act for so long as the Borrower retains such status, (C) exclude amounts described above in clauses (i) through (v) with respect to be necessary a Foreign Subsidiary if the application of such amounts to the repayment of the Loans would create a liability for the Borrower to make distributions sufficient in amount to achieve or such Foreign Subsidiary under Section 956 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein), Code and (IID) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Return of Capital. If any Obligor shall receive any Return of Capital (other than from any Financing Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay Loans and/or Cash Collateralize outstanding Letters of Credit in an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) (and the Commitments shall be permanently reduced by such amount of Loans prepaid) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with Section 8.06 of the Guarantee and Security Agreement and except as otherwise set forth in Section 2.10(e), (B) exclude the amounts necessary for the Borrower to make all required dividends and distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to maintain its Tax status as a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to be necessary for avoid payment by the Borrower to make distributions sufficient in amount to achieve of federal excise Taxes imposed by Section 4982 of the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein)Code for so long as the Borrower retains the status of a RIC under the Code, and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment (and permanent Commitment reduction) until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash ProceedsProceeds or Return of Capital, as applicable, no later than the fifth Business Day following the receipt of such Net Cash ProceedsProceeds or Return of Capital, as applicable, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on (and permanent Commitment reduction) the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.. 767537780 72
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Financing Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.152.15 and any Net Cash Proceeds arising from payment of principal under any revolving Bank Loan for which the commitment termination date has not occurred) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein), maintain the status of a RIC under the Code and a “business development company” under the Investment Company Act for so long as the Borrower retains such status and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash 56 Revolving Credit Agreement Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Return of Capital. If any Obligor shall receive any Return of Capital (other than from any Financing Subsidiary or Foreign Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary2.09(d), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.152.14) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b2.08(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d2.09(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required dividends and distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein)maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, and (II) if the Loans to be prepaid pursuant to this Section 2.10(d2.09(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b2.08(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.152.14.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hercules Capital, Inc.)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Financing Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d2.10(e) shall (A) be applied in accordance with the Guarantee and Security Agreement and or intercreditor arrangement acceptable to the Administrative Agent in its sole discretion, as applicable, (B) exclude the amount necessary for the Borrower to make all required distributions (which shall be no less than the amount estimated in good faith by the Borrower to be necessary for the Borrower to make distributions sufficient in amount to achieve the objectives set forth in under Section 6.05(b) hereof (herein) to maintain its ability to be subject to any limitations set forth therein), Tax as a RIC under Section 852 of the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Revolving Credit Agreement Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Guarantee and Security Agreement (Pennantpark Investment Corp)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than arising from any Designated SubsidiaryTransferred Assets), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make distributions sufficient in amount to achieve the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein), and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (KKR FS Income Trust)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) ), (other than pursuant to any Back-to-Back Transaction or arising from any Designated SubsidiaryTransferred Assets), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required dividends and distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein)maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal income and excise Taxes imposed by Section 4982 of the 747507610 22702620757699803.9 Code for so long as the Borrower retains the status of a RIC under the Code, and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Blue Owl Technology Income Corp.)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary)Capital, the Borrower shall prepay an aggregate principal amount of Loans equal to 90100% of such Return of Capital (excluding amounts amounts, if any, payable by the Borrower pursuant to Section 2.152.14) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b2.08(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return Returns of Capital required to be applied to the prepayment of the outstanding Loans pursuant to this Section 2.10(d2.09(c) shall (A) be applied in accordance with the Guarantee and Security Agreement and Agreement, (B) exclude the amount (which shall be no less than the amount estimated in good faith by the Borrower to be under Section 6.05(b) herein) necessary for the Borrower to make all required distributions sufficient in amount to achieve maintain the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein), status of a RIC under the Code and (II) if a “business development company” under the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, Investment Company Act for so long as the Borrower deposits an amount equal retains such status (including distributions permitted under Section 6.05(b)) and (C) exclude amounts described above in clauses (i) through (v) with respect to such Net Cash Proceeds, no later than a Foreign Subsidiary if the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount amounts to the prepayment repayment of the Loans on would create a liability for the last day Borrower or such Foreign Subsidiary under Section 956 of such Interest Periodthe Code; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b2.08(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.152.14.
Appears in 1 contract
Samples: Guarantee and Security Agreement (Franklin BSP Capital Corp)
Return of Capital. If any Obligor shall receive any Return of Capital (other than from any Financing Subsidiary), and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary2.10(e), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b))Capital. Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d2.10(e) shall (A) from the Commitment Termination Date to the Final Maturity Date, be applied ratably among the Lenders and shall be made in accordance with the Guarantee and Security Agreement and manner specified in Section 2.09(b), (B) exclude the amount amounts estimated in good faith by the Borrower to be necessary for the Borrower to make distributions on account of such Net Cash Proceeds and Return of Capital sufficient in amount to achieve the objectives set forth in forth in clauses (i), (ii) and (iii) of Section 6.05(b) hereof (subject to any limitations set forth therein), and (IIC) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark SOFR Loans, the Borrower may defer such prepayment until the last day of the Term SOFR Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash ProceedsProceeds or Return of Capital, no later than the fifth Business Day following the receipt of such Net Cash ProceedsProceeds or Return of Capital, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Term SOFR Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Return of Capital. If any Obligor shall receive any Return of Capital Capital, and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to (x) 90% of such Return of Capital to the extent such Return of Capital is not from a Financing Subsidiary or Foreign Subsidiary and (y) 50% of such Return of Capital to the extent such Return of Capital is from a Financing Subsidiary or Foreign Subsidiary (excluding amounts payable by the Borrower pursuant to Section 2.15) ), in each case, no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required dividends and distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein)maintain the status of a RIC under the Code and its election to be treated as a “business development company” under the Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal income and excise Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)
Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Financing Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)). Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make all required distributions sufficient (which shall be no less than the amount estimated in amount to achieve the objectives set forth in good faith by Borrower under Section 6.05(b) hereof (subject herein) to any limitations set forth therein), maintain the status of a RIC under the Code and a “business development company” under the Investment Company Act for so long as the Borrower retains such status and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Eurocurrency Loans or Term Benchmark SOFR Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
