Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests), except for: (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a)); (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c); (c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and (d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Special Permitted Indebtedness or Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Special Permitted Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
for (a) regularly scheduled payments, prepayments or redemptions of principal and interest (excluding regularly scheduled payments of principal on Permitted Amortizing Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness) in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
, (b) voluntary payments or prepayments of Secured Longer-Term Indebtedness and regularly scheduled payments of principal of Permitted Amortizing Unsecured Longer-Term Indebtedness and Special Permitted Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default or Event of Default shall exist or be continuing or (c) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp), Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Permitted Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Permitted Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
, (b) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default or Event of Default shall exist or be continuing or (c) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp), Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary prior to the occurrence of the Commitment Termination Date, payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment Unsecured Longer-Term Indebtedness or prepayment and Special Permitted Indebtedness solely from the proceeds of any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event issuance of Default shall exist and be continuingEquity Interests; and
(d) any payments and payments, purchases, redemptions, retirements, acquisitions or prepayments required to comply with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; requirements set forth in Section 2.10(c). provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactionsthereto, the sum of the Covered Debt Amount plus the Net Revolving Exposure would exceed the Borrowing Base.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund), Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Special Permitted Indebtedness or Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Special Permitted Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
for (a) regularly scheduled payments, prepayments or redemptions of principal and interest (excluding regularly scheduled payments of principal on Permitted Amortizing Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness) in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with 108 Second Amended and Restated Revolving Credit Agreement such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
, (b) voluntary payments or prepayments of Secured Longer-Term Indebtedness and regularly scheduled payments of principal of Permitted Amortizing Unsecured Longer-Term Indebtedness and Special Permitted Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and (ii) no Default or Event of Default shall exist or be continuing or (c) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the 142 purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, including for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests)), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof and (z) any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a));
(b) so long as no Specified Default any payment, prepayment or Event redemption (other than any payment, prepayment or redemption of Default shall exist or be continuing, any payment Permitted Advisor Loan) that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before and after giving effect to such voluntary payment or prepayment prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default shall exist or be continuing;
(d) mandatory payments, required prepayments or mandatory redemptions of any Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment, prepayment or redemption, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and be continuing; and(ii) the Covered Debt Amount does not exceed the Borrowing Base;
(de) any payments and prepayments with respect to any Permitted Advisor Loan so long as, (i) at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent TransactionTransactions, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Adjusted Gross Borrowing Base immediately after giving effect to such payment or prepayment, as applicable, is at least 115% of the Covered Debt Amount and (iii) the Covered Debt Amount does not exceed the Borrowing Base; and 143
(f) at any time prior to the Commitment Termination Date, and (iii) payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness solely from the Adjusted Gross Borrowing Base is at least 110% proceeds of any issuance of Equity Interests. Notwithstanding anything herein to the Covered Debt Amount; provided that, in the case of clause (a) abovecontrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if if, immediately after giving effect thereto and to any Concurrent TransactionsTransaction, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Bain Capital Private Credit)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:: 108 Revolving Credit Agreement
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) payments and prepayments thereof required to comply with requirements of Section 2.10(c);
(c) so long as no Specified Default or Event of Default shall exist or be continuing, any payment payment, prepayment, retirement, repurchase, acquisition or redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);; and
(cd) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before and after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, Transaction (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default or Event of Default shall exist and or be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent TransactionsTransaction, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Prospect Floating Rate & Alternative Income Fund, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses or fractional shares on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof thereof; and (z) any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a));
(b) so long as no Specified Default any payment, prepayment or Event of Default shall exist or be continuing, any payment redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments and prepayments thereof required to comply with requirements of Section 2.10(c);
(d) payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or prepayment and Contingent Secured Indebtedness solely from the proceeds of any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is issuance of Equity Interests in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% excess of the Covered Debt Amount; provided thatamount, in if any, that is required to be used for required amortization under this Agreement after the case of clause (a) aboveCommitment Termination Date. Notwithstanding anything herein to the contrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if if, immediately after giving effect thereto and to any Concurrent TransactionsTransaction, the Covered Debt Amount would exceed the Borrowing BaseBase then in effect.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Special Unsecured Indebtedness that is not then included in the Covered Debt Amount (other than (ix) payments and prepayments under the BCSF Advisors Loan Agreement pursuant to Section 6.05(d) or (y) the refinancing of such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment payment, prepayment or redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before and after giving effect to such voluntary payment or prepayment prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default or Event of Default shall exist and or be continuing; and;
(d) mandatory payments, required prepayments or mandatory redemptions of any payments and prepayments Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with respect the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to any Permitted Advisor Loan the conversion features thereunder), so long as, at the time of as both before and immediately after giving effect to such payment or prepayment, as applicablepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base; and
(e) payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Default shall exist or be continuing, (ii) the Covered Debt Amount does not exceed 90% of the Adjusted Gross Borrowing Base, Base and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would does not exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests)), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses or fractional shares on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof and (z) any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a));
(b) so long as no Specified Default any payment, prepayment or Event of Default shall exist or be continuing, any payment redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before and after giving effect to such voluntary payment or prepayment prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default or Event of Default shall exist and or be continuing; and;
(d) mandatory payments, required prepayments or mandatory redemptions of any payments and prepayments Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with respect the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to any Permitted Advisor Loan the conversion features thereunder), so long as, at the time of as both before and immediately after giving effect to such payment payment, prepayment or prepayment, as applicableredemption, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred exist or be continuing and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base; and
(e) payments or prepayments of Secured Longer-Term Indebtedness, and (iii) Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness solely from the Adjusted Gross Borrowing Base is at least 110% proceeds of any issuance of Equity Interests in excess of the Covered Debt Amount; provided thatamount, in the case of clause (a) aboveif any, in no event shall any Obligor that is required to be permitted to prepay or settle (whether as a result of used for a mandatory redemption, conversion or otherwiseprepayment of Loans pursuant to Section 2.10(d)(ii) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing BaseCommitment Termination Date.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Fortress Private Lending Fund)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount Indebtedness, Special Unsecured Indebtedness, (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness, or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity InterestsInterests of the Borrower or any of its Subsidiaries), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof and (z) for the avoidance of doubt, any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment payment, prepayment, retirement, repurchase, acquisition or redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments (x) other payments, purchases, redemptions, retirements, acquisitions or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness and/or or Special Unsecured Indebtedness (other than any payment or prepayment of any Permitted IndebtednessAdvisor Loan) solely from the proceeds of any issuance of Equity Interests, so long as immediately both before and after giving effect to such voluntary payment or prepayment prepayment, and any Concurrent Transactionupon giving pro forma effect thereto, (i) the Covered Debt Amount does not exceed 90% of the Adjusted Gross Borrowing Base, Base and (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist or be continuing and be continuing; and
(dy) any other payments and or prepayments with respect to any Permitted Advisor Loan Loan, so long as, as (i) at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent TransactionTransactions, (i) no Specified Default or Event of Default shall have occurred and be continuingcontinuing and (ii) the Adjusted Gross Borrowing Base immediately after giving effect to such payment or prepayment, as applicable, is at least 115% of the Covered Debt Amount;
(d) mandatory payments, required prepayments, retirements, or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness (other than any Permitted Advisor Loan) or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base;
(e) voluntary payments or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or 153 Revolving Credit and Term Loan Agreement prepayment and any Concurrent Transaction, and upon giving pro forma effect thereto and to any Concurrent Transaction (i) the Borrower is in pro forma compliance with the financial covenant set forth in Section 6.07(c), (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) no Default shall exist or be continuing;
(f) [reserved];
(g) [reserved]; and
(h) payments, purchases, redemptions, retirements, acquisitions or prepayments required to comply with the Adjusted Gross Borrowing Base is at least 110% requirements of Section 2.10(c). Notwithstanding any other provision herein to the Covered Debt Amount; provided that, in the case of clause (a) abovecontrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if under this Section 6.12 if, immediately after giving effect thereto and to any Concurrent TransactionsTransaction, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or any Unsecured Longer-Term Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuingcontinuing or would result therefrom, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments [reserved];
(d) mandatory payments, required prepayments or prepayments mandatory redemptions of Secured any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness and/or in Cash on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness), so long as immediately both before and after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and Section 6.07, (c) and (iiiii) no Specified Default or Event of Default shall exist or be continuing and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (iiiii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(e) payments or prepayments of Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness prior to the Commitment Termination Date solely from the proceeds of any issuance of Equity Interests, so long as both before and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to such payment no Default or Event of Default shall exist or be continuing; and
(f) payments or prepayments of any Concurrent Transactions, Indebtedness that is included in the Covered Debt Amount would exceed required to comply with the Borrowing Baserequirements of Section 2.10(c).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount Indebtedness, Special Unsecured Indebtedness, (other than (ix) payments and prepayments under any Permitted Advisor Loan or (y) the refinancing of Secured Longer- Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness, or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity InterestsInterests of the Borrower or any of its Subsidiaries), except for:
: (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof and (z) for the avoidance of doubt, any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a));
; (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment payment, prepayment, retirement, repurchase, acquisition or redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
; (c) voluntary payments other payments, purchases, redemptions, retirements, acquisitions or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness and/or or Special Unsecured Indebtedness (other than any payment or prepayment of any Permitted IndebtednessAdvisor Loan) solely from the proceeds of any issuance of Equity Interests, so long as immediately both before and after giving effect to such voluntary payment or prepayment prepayment, and any Concurrent Transactionupon giving pro forma effect thereto, (i) the Covered Debt Amount does not exceed 90% of the Gross Borrowing Base, Base and (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and or be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.;
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured 150 Revolving Credit Agreement Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount Indebtedness, Special Unsecured Indebtedness, (other than (ix) payments and prepayments under any Permitted Advisor Loan or (y) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness, or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity InterestsInterests of the Borrower or any of its Subsidiaries), except for:
: (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof and (z) for the avoidance of doubt, any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a));
; (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment payment, prepayment, retirement, repurchase, acquisition or redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
; (c) voluntary payments other payments, purchases, redemptions, retirements, acquisitions or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness and/or or Special Unsecured Indebtedness (other than any payment or prepayment of any Permitted IndebtednessAdvisor Loan) solely from the proceeds of any issuance of Equity Interests, so long as immediately both before and after giving effect to such voluntary payment or prepayment prepayment, and any Concurrent Transactionupon giving pro forma effect thereto, (i) the Covered Debt Amount does not exceed 90% of the Gross Borrowing Base, Base and (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and or be continuing; and
(d) mandatory payments, required prepayments, retirements, or mandatory redemptions of any payments and prepayments with respect to convertible notes constituting Unsecured Longer-Term Indebtedness (other than any Permitted Advisor Loan Loan) or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as, at the time of as both before and immediately after giving effect to such payment or prepayment, as applicablepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred exist or be continuing and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base; (e) Voluntary payments or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment or prepayment, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after upon giving pro forma effect thereto and to any Concurrent TransactionsTransaction (i) the Borrower is in pro forma compliance with the financial covenant set forth in Section 6.07(c), the Covered Debt Amount would exceed the Borrowing Base.(ii)
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Permitted Convertible Indebtedness constituting Special Unsecured Shorter Term Indebtedness or any Unsecured Shorter Term Indebtedness that is (to the extent not then included in the Covered Debt Amount Amount) or more than 50% of all then outstanding Special Unsecured Shorter Term Indebtedness (to the extent not included in the Covered Debt Amount) (in each case, other than (i) the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuingcontinuing or would result therefrom, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary other payments or and prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, if such payment or prepayment were deemed a “Restricted Payment” for the purposes of determining compliance with Section 6.05(dc), such payment or prepayment, as 767537780768227557 applicable, would be permitted to be made pursuant to the provisions set forth inunder Section 6.05(dc);
(c) mandatory payments, required prepayments or mandatory redemptions of any Special Unsecured Shorter-Term Indebtedness;
(d) mandatory payments, required prepayments or mandatory redemptions of any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness in Cash on account of interest or expenses on such Permitted ConvertibleUnsecured Longer-Term Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted ConvertibleUnsecured Longer-Term Indebtedness), so long as both before and after giving effect to such payment and to any Concurrent Transaction (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07, (ii) no Specified Default or Event of Default shall have occurred exist or be continuing and be continuing, (iiiii) the Covered Debt Amount does not exceed 90% of the Borrowing Base; and
(e) payments or prepayments of Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness prior to the Commitment Termination Date solely from the proceeds of any issuance of Equity Interests, so long as both before and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.such payment no Default or Event of Default shall exist or be continuing; and
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, of any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness Indebtedness, Special Unsecured Longer-Term Indebtedness, Permitted Advisor Loan or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Indebtedness (i) with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or and (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests, in each case with respect to clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans or Cash Collateralize Letters of Credit), except for:
(a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: that (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; , and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) convertible notes made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof thereof, shall be permitted under this clause (a));
, and (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or and prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect required to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance comply with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event requirements of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt AmountSection 2.09(b); provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactionsthereto, the Covered Debt Amount would exceed 95% of the Adjusted Gross Borrowing Base, and (c) any payment and prepayment in respect of any Capital Call Facility so long as (i) in the case of the Existing Capital Call Facility, either (1) such payment or prepayment is made from amounts that do not constitute Collateral or (2) prior to and immediately after giving effect to such payment or prepayment, (x) no Default or Event of Default exists, and (y) after giving effect to such payment or prepayment the Covered Debt Amount does not exceed 90% of the Adjusted Gross Borrowing Base immediately after giving effect to such payment or prepayment, and (ii) in the case of any other Capital Call Facility, such payment or prepayment is made from amounts that do not constitute Collateral.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Vista Credit Strategic Lending Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the 139 Revolving Credit Agreement purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness Indebtedness, Special Unsecured Indebtedness, Permitted Advisor Loan or any other Indebtedness that is not then included in the Covered Debt Amount (other than (ix) payments and prepayments under the Permitted Advisor Loan pursuant to Section 6.05(e) or (y) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness, Permitted Advisor Loan or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity InterestsInterests of the Borrower or any of its Subsidiaries), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment payment, prepayment, retirement, repurchase, acquisition or redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(e);
(c) voluntary payments other payments, purchases, redemptions, retirements, acquisitions or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before and after giving effect to such voluntary payment or prepayment prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default or Event or Event of Default shall exist and or be continuing; and;
(d) mandatory payments, required prepayments, retirements or mandatory redemptions of any payments and prepayments with respect to Unsecured Longer-Term Indebtedness (other than any Permitted Advisor Loan Loan) or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as, at the time of as both before and immediately after giving effect to such payment or prepayment, as applicablepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base;
(e) payments, purchases, redemptions, retirements, acquisitions or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness (other than any Permitted Advisor Loan) or Special Unsecured Indebtedness solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment, 140 Revolving Credit Agreement and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Specified Default or Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base;
(f) voluntary payments and prepayments with respect to any Permitted Advisor Loan so long as both before and after giving effect to such voluntary payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction (i) no Specified Default or Event of Default shall have occurred and be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(g) payments and prepayments of Contingent Secured Indebtedness so long as both before and after giving effect to such payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default or event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default under clause (b) or (i) of Article VII shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, Base and (iii) the Adjusted Gross no Contingent Borrowing Base is at least 110% Deficiency shall have occurred and be continuing; and
(h) payments, purchases, redemptions, retirements, acquisitions or prepayments required to comply with requirements of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing BaseSection 2.10(c).
Appears in 1 contract
Sources: Revolving Credit Agreement (Barings Private Credit Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Contingent Secured Indebtedness or Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Contingent Secured Indebtedness or Unsecured Longer-Termsuch Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before andimmediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections SectionSections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and ▇▇▇▇▇ be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, and after giving effect to any Concurrent Transaction, (i) at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuingcontinuing with respect to the applicable Borrower,, (ii) the Covered Debt Amount does not exceed the Borrowing Base, immediately after giving effect to such payment or prepayment, as applicable, and (iii) the Adjusted Gross Borrowing Base of the Borrower immediately after giving effect to such payment or prepayment, as applicable, is at least 110% of the Covered Debt Amount; provided that, in Amount of the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing BaseBorrower.;
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than SBIC Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Indebtedness or Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than the 2022 Notes) with Indebtedness permitted under Section 6.01 6.01(b) and (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiaryc) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to repay Loans), except for:
(a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: that (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; , and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) convertible notes made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof thereof, shall be permitted under this clause (a));
) or (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or and prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect required to such voluntary payment or prepayment and any Concurrent Transaction, comply with requirements of Section 2.09(b). (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.b)
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Indebtedness or Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before and after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default or Event of Default shall exist and or be continuing; and;
(d) mandatory payments, required prepayments or mandatory redemptions of any payments and prepayments convertible notes constituting Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness in Cash (including any cash payment elected to be paid in connection with respect the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to any Permitted Advisor Loan the conversion features thereunder), so long as, at the time of as both before and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred exist or be continuing and be continuing, (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base; and
(e) payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness prior to the Commitment Termination Date solely from the proceeds of any issuance of Equity Interests, so long as both before and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto to such payment (i) no Default or Event of Default shall exist or be continuing and to any Concurrent Transactions, (ii) the Covered Debt Amount would does not exceed 90% of the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Indebtedness or Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to prepay Loans), except for:
for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
, (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or and prepayments of Secured Longer-Term Indebtedness and/or Permitted required to comply with requirements of Section 2.09(b), or (c) repurchase of Unsecured Longer-Term Indebtedness, including, but not limited to the 2016 Notes, from time to time, so long as immediately (i) both before and after giving effect to any such repurchase, there is no Default or Event of Default, and (ii) after giving effect to such voluntary payment or prepayment repurchase, the Borrower has not drawn more than 65% of the total Commitments and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed 65% of the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base...
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount Specified Notes (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01 (includingsuch Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness, for the avoidance “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the proceeds of doubtsuch Refinancing Indebtedness to immediately prepay Loans hereunder and, as incurred by within 45 calendar days after such prepayment, the Borrower may prepay such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes (including with proceeds of the Loans hereunder) in an Excluded Asset or other Subsidiary) amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness; or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to prepay Loans), except for:
for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtednessconvertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) convertible notes made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof thereof, shall be permitted under this clause (a));
, or (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or and prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect required to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance comply with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event requirements of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing BaseSection 2.089(c).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Indebtedness or Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, if no Specified Default or Event of Default has occurred and is continuing or would result, with the proceeds of any issuance of Equity Interests), except for:
for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
, (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, Transactions (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default or Event of Default shall exist or be continuing, (c) any payments and prepayments with respect to any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than Permitted Longer-Term Affiliate Loans) so long as on the date of any such payment or prepayment and immediately after giving effect thereto and to any Concurrent Transaction (x) the Covered Debt Amount does not exceed 90% of the Borrowing Base and (y) no Specified Default or Event of Default shall have occurred and be continuing; and
continuing or (d) any payments and prepayments with respect to any Permitted Advisor Longer-Term Affiliate Loan so long as, at as on the time date of any such payment or prepayment and immediately after giving effect thereto and to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, Base and (iii) either (x) the Adjusted Gross amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to such payment or prepayment and such Concurrent Transactions is not diminished as a result thereof or (y) the Borrowing Base immediately after giving effect to such payment or prepayment and any Concurrent Transaction is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Special Unsecured Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtednessconvertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness convertible notes (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtednessconvertible notes) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) mandatory or voluntary payments payments, required prepayments or prepayments mandatory redemptions of Secured Unsecured Longer-Term Indebtedness and/or Permitted Indebtednessor Special Unsecured Indebtedness in Cash (including in connection with any convertible notes, any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as immediately both before and after giving effect to such voluntary payment (i) no Default shall exist or be continuing at the time of notice of payment or prepayment redemption and any Concurrent Transaction, (iii) the Covered Debt Amount does not exceed 90% of the Borrowing Base, (ii) Base and the Borrower is in pro forma compliance with Aggregate Covered Debt Amount does not exceed 90% of the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuingAggregate Portfolio Balance; and
(d) payments or prepayments of Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness prior to the Commitment Termination Date solely from the proceeds of any payments and prepayments with respect to any Permitted Advisor Loan issuance of Equity Interests, so long as, at the time of as both before and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred exist or be continuing and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Revolving Credit Agreement (Hercules Capital, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount Specified Notes (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01 (includingsuch Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness, for the avoidance “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the proceeds of doubtsuch Refinancing Indebtedness to immediately prepay Loans hereunder and, as incurred by within 45 calendar days after such prepayment, the Borrower may prepay such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes (including with proceeds of the Loans hereunder) in an Excluded Asset or other Subsidiary) amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness; or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to prepay Loans), except for:
for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtednessconvertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) convertible notes made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof thereof, shall be permitted under this clause (a));
) or (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or and prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect required to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance comply with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event requirements of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing BaseSection 2.09(c).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (First Eagle Alternative Capital BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Permitted Convertible Indebtedness constituting Special Unsecured Shorter Term Indebtedness or any Unsecured Shorter Term Indebtedness that is (to the extent not then included in the Covered Debt Amount Amount) or more than 50% of all then outstanding Special Unsecured Shorter Term Indebtedness (to the extent not included in the Covered Debt Amount)(in each case, other than (i) the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));; 767537780 138
(b) so long as no Specified Default or Event of Default shall exist or be continuingcontinuing or would result therefrom, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments mandatory payments, required prepayments or mandatory redemptions of any Special Unsecured Shorter-Term Indebtedness;
(d) mandatory payments, required prepayments or mandatory redemptions of Secured any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness and/or in Cash on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness), so long as immediately both before and after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and Section 6.07, (c) and (iiiii) no Specified Default or Event of Default shall exist or be continuing and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (iiiii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(e) payments or prepayments of Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness prior to the Commitment Termination Date solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment no Default or Event of Default shall exist or be continuing; and
(iiif) the Adjusted Gross Borrowing Base payments or prepayments of any Indebtedness that is at least 110% of included in the Covered Debt AmountAmount required to comply with the requirements of Section 2.10(c); provided that, in the case of clause clauses (a), (c) and (f) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactionsconcurrent acquisitions of Investments by the Obligors or payment of outstanding Indebtedness that is included in the Covered Debt Amount at such time, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount Specified Notes (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01 (includingsuch Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness, for the avoidance “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the proceeds of doubtsuch Refinancing Indebtedness to immediately prepay Loans hereunder and, as incurred by within 45 calendar days after such prepayment, the Borrower may prepay such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes (including with proceeds of the Loans hereunder) in an Excluded Asset or other Subsidiary) amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness; or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to prepay Loans), except for:
for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtednessconvertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) convertible notes made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof thereof, shall be permitted under this clause (a));
, or (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or and prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect required to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance comply with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event requirements of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing BaseSection 2.09(c).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or the reimbursement of any letter of credit disbursement or any other amount owing in respect of, any Secured Longer-Term IndebtednessPermitted LC Facility, any Unsecured Longer-Term Indebtedness or any Special Unsecured Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness 129 767993213 21683072 and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtednessconvertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness convertible notes (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtednessconvertible notes) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) mandatory or voluntary payments payments, required prepayments or prepayments mandatory redemptions of Secured Unsecured Longer-Term Indebtedness and/or or Special Unsecured Indebtedness or any payments, prepayments or reimbursements of any amount or in connection with any Permitted IndebtednessLC Facility LC Disbursements, in each case in Cash (including in connection with any convertible notes, any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as immediately both before and after giving effect to such voluntary payment (i) no Default shall exist or be continuing at the time of notice of payment or prepayment redemption and any Concurrent Transaction, (iii) the Covered Debt Amount does not exceed 90% of the Borrowing Base, (ii) Base and the Borrower is in pro forma compliance with Aggregate Covered Debt Amount does not exceed 90% of the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; andAggregate Portfolio Balance;
(d) payments or prepayments of Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness prior to the Commitment Termination Date solely from the proceeds of any payments and prepayments with respect to any Permitted Advisor Loan issuance of Equity Interests, so long as, at the time of as both before and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred exist or be continuing and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base; and
(e) payments, and (iii) the Adjusted Gross Borrowing Base is at least 110% prepayments or reimbursements of the Covered Debt Amount; provided that, any amount or in the case of clause (a) above, in no event shall connection with any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing BasePermitted LC Facility LC Disbursement from amounts that do not constitute Collateral.
Appears in 1 contract
Sources: Revolving Credit Agreement (Hercules Capital, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Permitted Convertible Indebtedness constituting Special Unsecured Shorter Term Indebtedness or any Unsecured Shorter Term Indebtedness that is (to the extent not then included in the Covered Debt Amount Amount) or more than 50% of all then outstanding Special Unsecured Shorter Term Indebtedness (to the extent not included in the Covered Debt Amount)(in each case, other than (i) the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuingcontinuing or would result therefrom, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments mandatory payments, required prepayments or mandatory redemptions of any Special Unsecured Shorter-Term Indebtedness;
(d) mandatory payments, required prepayments or mandatory redemptions of Secured any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness and/or in Cash on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness), so long as immediately both before and after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and Section 6.07, (c) and (iiiii) no Specified Default or Event of Default shall exist or be continuing and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (iiiii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(e) payments or prepayments of Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness prior to the Commitment Termination Date solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment no Default or Event of Default shall exist or be continuing; and
(iiif) the Adjusted Gross Borrowing Base payments or prepayments of any Indebtedness that is at least 110% of included in the Covered Debt AmountAmount required to comply with the requirements of Section 2.10(c); provided that, in the case of clause clauses (a), (c) and (f) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactionsconcurrent acquisitions of Investments by the Obligors or payment of outstanding Indebtedness that is included in the Covered Debt Amount at such time, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses or fractional shares on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof thereof; and (z) any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a));
(b) so long as no Specified Default any payment, prepayment or Event of Default shall exist or be continuing, any payment redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments and prepayments thereof required to comply with requirements of Section 2.10(c);
(d) payments or prepayments thereof solely from the proceeds of Secured Longer-Term Indebtedness and/or Permitted Indebtednessany issuance of Equity Interests in excess of the amount, so long as immediately after giving effect if any, that is required to such voluntary payment or be used for a mandatory prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuingpursuant to Section 2.10(d); and
(de) any payments and prepayments with respect of Indebtedness under any Capital Call Facility from amounts that do not constitute Collateral. Notwithstanding anything herein to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) abovecontrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if if, immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing BaseBase then in effect.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (AGL Private Credit Income Fund)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term IndebtednessIndebtedness or, Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount 2021 Notes (other than (i) the refinancing of such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01 6.01(b) and (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiaryc) or (ii) prior to the occurrence refinancing of the Extended Commitment Termination Date, 2021 Notes solely with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to repay Loansnet cash proceeds of Unsecured Longer-Term Indebtedness permitted under Section 6.01(c)), except for:
(a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: :; (b) for (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; convertible notes;, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; ;, and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness convertible notes (or any cash payment on account of fractional shares issued upon customary conversion provisions of such Permitted Convertible Indebtednessconvertible notes) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof thereof, shall be permitted under this clause (a));
; (b) so long as no Specified Default or Event of Default that any time prior to the date that is nine (9) months prior to the Revolver Termination Date, the Borrower shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to pay in Cash the provisions set forth in Section 6.05(c);
principal of any Indebtedness that is convertible into Permitted Equity Interests; provided that (c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (iA) the Covered Debt Amount aggregate amount of all such payments collectively does not exceed the Borrowing Base$60,000,000, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (cB) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long aseach such payment, at the time of (1) immediately prior to and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii2) at the time of such payment the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 11080% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as Borrowing Base calculated on a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately pro forma basis after giving effect thereto to such payment, (3) the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as of the date such payment is made demonstrating compliance with the foregoing after giving effect to any Concurrent Transactionssuch payment, (4) after giving effect to such payment, the Covered Debt Amount would exceed Borrower shall be in pro forma compliance with each of the Borrowing Basecovenants set forth in Sections 6.07(a), (b), (d) and (e) and, on the date of such payment, the Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect and (5) such payment is being made solely at the option of the Borrower and is not required to be made by the Borrower pursuant to the terms of such Indebtedness or otherwise,; or (c) for payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(b).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Capitala Finance Corp.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount Specified Notes (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01 (includingsuch Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness, for the avoidance “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the proceeds of doubtsuch Refinancing Indebtedness to immediately prepay Loans hereunder and, as incurred by within 45 calendar days after such prepayment, the Borrower may prepay such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes (including with proceeds of the Loans hereunder) in an Excluded Asset or other Subsidiary) amount equal to the principal amount of Loans prepaid with such Refinancing Indebtedness; or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to prepay Loans), except for:
for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtednessconvertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) convertible notes made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof thereof, shall be permitted under this clause (a));
, or (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or and prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect required to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance comply with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event requirements of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing BaseSection 2.08(c).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term IndebtednessIndebtedness or, Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness or, Unsecured Longer-Term Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness 763013574 21680120763013574.7 and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before and after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default or Event of Default shall exist and or be continuing; and;
(d) mandatory payments, required prepayments or mandatory redemptions of any payments and prepayments convertible notes constituting Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness in Cash (including any cash payment elected to be paid in connection with respect the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to any Permitted Advisor Loan the conversion features thereunder), so long as, at the time of as both before and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred exist or be continuing and be continuing, (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base; and
(e) payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness prior to the Extended Commitment Termination Date solely from the proceeds of any issuance of Equity Interests, so long as both before and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto to such payment (i) no Default or Event of Default shall exist or be continuing and to any Concurrent Transactions, (ii) the Covered Debt Amount would does not exceed 90% of the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Payments of Longer-Term Indebtedness. the 2024 Notes and, the 2026 Notes, the 2028 Notes and the 2029 Notes. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness Indebtedness, Special Unsecured Indebtedness, the 2024 Notes or, the 2026 Notes, the 2028 Notes or any Indebtedness that is not then included in the Covered Debt Amount 2029 Notes (other than (i) the refinancing of such Indebtedness Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness, the 2024 Notes or, the 2026 Notes, the 2028 Notes or the 2029 Notes with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtednessconvertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) convertible notes made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or the reimbursement of any letter of credit disbursement or any other amount owing in respect of, any Secured Longer-Term IndebtednessPermitted LC Facility, any Unsecured Longer-Term Indebtedness or any Special Unsecured Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtednessconvertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness convertible notes (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtednessconvertible notes) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) mandatory or voluntary payments payments, required prepayments or prepayments mandatory redemptions of Secured Unsecured Longer-Term Indebtedness and/or or Special Unsecured Indebtedness or any payments, prepayments or reimbursements of any amount or in connection with any Permitted IndebtednessLC Facility LC Disbursements, in each case in Cash (including in connection with any convertible notes, any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as immediately both before and after giving effect to such voluntary payment (i) no Default shall exist or be continuing at the time of notice of payment or prepayment redemption and any Concurrent Transaction, (iii) the Covered Debt Amount does not exceed 90% of the Borrowing Base, (ii) Base and the Borrower is in pro forma compliance with Aggregate Covered Debt Amount does not exceed 90% of the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; andAggregate Portfolio Balance;
(d) payments or prepayments of Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness prior to the Commitment Termination Date solely from the proceeds of any payments and prepayments with respect to any Permitted Advisor Loan issuance of Equity Interests, so long as, at the time of as both before and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred exist or be continuing and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base; and
(e) payments, and (iii) the Adjusted Gross Borrowing Base is at least 110% prepayments or reimbursements of the Covered Debt Amountany amount or in connection with any Permitted LC Facility LC Disbursement from amounts that do not constitute Collateral.; provided that, in the case of clause clauses (a), (b), (c) aboveand (d), in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if if, immediately after giving effect thereto and to after giving effect to any Concurrent TransactionsTransaction, the Covered Debt Amount would exceed the Borrowing BaseBase then in effect or the Aggregate Covered Debt Amount would exceed the Aggregate Portfolio Balance.
Appears in 1 contract
Sources: Revolving Credit Agreement (Hercules Capital, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses or fractional shares on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a); and (z) any customary DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a));
(b) so long as no Specified Default any payment, prepayment or Event of Default shall exist or be continuing, any payment redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before and after giving effect to such voluntary payment or prepayment prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default or Event of Default shall exist and or be continuing; and;
(d) mandatory payments, required prepayments or mandatory redemptions of any payments and prepayments Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with respect the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to any Permitted Advisor Loan the conversion features thereunder), so long as, at the time of as both before and immediately after giving effect to such payment payment, prepayment or prepayment, as applicableredemption, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred exist or be continuing and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base; and
(e) payments or prepayments of Secured Longer-Term Indebtedness, and (iii) Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or Contingent Secured Indebtedness solely from the Adjusted Gross Borrowing Base is at least 110% proceeds of any issuance of Equity Interests in excess of the Covered Debt Amount; provided thatamount, in if any, that is required to be used for required amortization under this Agreement after the case of clause (a) aboveCommitment Termination Date. Notwithstanding anything herein to the contrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if if, immediately after giving effect thereto and to any Concurrent TransactionsTransaction, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness Indebtedness, Special Unsecured Indebtedness, Permitted Advisor Loan or any other Indebtedness that is not then included in the Covered Debt Amount (other than (ix) payments and prepayments under the Permitted Advisor Loan pursuant to Section 6.05(e) or (y) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness, Permitted Advisor Loan or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity InterestsInterests of the Borrower or any of its Subsidiaries), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment payment, prepayment, retirement, repurchase, acquisition or redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(e);
(c) voluntary payments other payments, purchases, redemptions, retirements, acquisitions or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before and after giving effect to such voluntary payment or prepayment prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default or Event or Event of Default shall exist and or be continuing; and;
(d) mandatory payments, required prepayments, retirements or mandatory redemptions of any payments and prepayments with respect to Unsecured Longer-Term Indebtedness (other than any Permitted Advisor Loan Loan) or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as, at the time of as both before and immediately after giving effect to such payment or prepayment, as applicablepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base;
(e) payments, purchases, redemptions, retirements, acquisitions or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness (other than any Permitted Advisor Loan) or Special Unsecured Indebtedness solely from the proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Specified Default or Event of Default shall exist or be continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base;
(f) voluntary payments and prepayments with respect to any Permitted Advisor Loan so long as both before and after giving effect to such voluntary payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction (i) no Specified Default or Event of Default shall have occurred and be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(g) payments and prepayments of Contingent Secured Indebtedness so long as both before and after giving effect to such payment or prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default or event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default under clause (b) or (i) of Article VII shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, Base and (iii) the Adjusted Gross no Contingent Borrowing Base is at least 110% of the Covered Debt AmountDeficiency shall have occurred and be continuing; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.and
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Barings Private Credit Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or any Unsecured Longer-Term Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuingcontinuing or would result therefrom, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments [reserved];
(d) mandatory payments, required prepayments or prepayments mandatory redemptions of Secured any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness and/or in Cash on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness), so long as immediately both before and after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and Section 6.07, (c) and (iiiii) no Specified Default or Event of Default shall exist or be continuing and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (iiiii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(e) payments or prepayments of Secured Longer-Term Indebtedness, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness prior to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.the
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests)), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses or fractional shares on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));; 138 Revolving Credit Agreement
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment payment, prepayment, retirement, repurchase, acquisition or redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments payments, purchases, redemptions, retirements, acquisitions or prepayments required to comply with requirements of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; andSection 2.10(c);
(d) payments or prepayments thereof solely from the proceeds of any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time issuance of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% Equity Interests in excess of the Covered Debt Amountamount, if any, that is required to be used for a mandatory prepayment pursuant to Section 2.10(d); provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (AB Private Lending Fund)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, including for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests)), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof and (z) any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a));
(b) so long as no Specified Default any payment, prepayment or Event redemption (other than any payment, prepayment or redemption of Default shall exist or be continuing, any payment Permitted Advisor Loan) that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before and after giving effect to such voluntary payment or prepayment prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default shall exist or be continuing;
(d) mandatory payments, required prepayments or mandatory redemptions of any Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment, prepayment or redemption, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and be continuing; and(ii) the Covered Debt Amount does not exceed the Borrowing Base;
(de) any payments and prepayments with respect to any Permitted Advisor Loan so long as, (i) at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent TransactionTransactions, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Adjusted Gross Borrowing Base immediately after giving effect to such payment or prepayment, as applicable, is at least 115% of the Covered Debt Amount and (iii) the Covered Debt Amount does not exceed the Borrowing Base; and
(f) at any time prior to the Commitment Termination Date, and (iii) payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness solely from the Adjusted Gross Borrowing Base is at least 110% proceeds of any issuance of Equity Interests. Notwithstanding anything herein to the Covered Debt Amount; provided that, in the case of clause (a) abovecontrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if if, immediately after giving effect thereto and to any Concurrent TransactionsTransaction, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Revolving Credit Agreement (Bain Capital Private Credit)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Permitted Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Permitted Indebtedness or such other Indebtedness with Indebtedness 777795439 permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests)), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; , (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and , (y) any cash payment on account of interest or expenses or fractional shares on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries Subsidiary Guarantor in respect of such triggering and/or settlement thereof, and (z) any customary mandatory prepayment provisions required by the terms thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary other payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtednessand prepayments, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, if such payment or prepayment were deemed a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment or prepayment, as applicable, would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);
(c) voluntary payments, prepayments or redemptions of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as both before and after giving effect to such voluntary payment, prepayment or redemption and any Concurrent Transaction, (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07(c) and (d) and (ii) no Specified Default or Event of Default has occurred and is continuing;
(d) mandatory payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness or Special Permitted Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as immediately after giving effect to such payment, prepayment or redemption and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have has occurred and be is continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, Base then in effect and (iii) the Covered Debt Amount does not exceed 90% of the Adjusted Gross Borrowing Base is at least 110% Base;
(e) [Reserved];
(f) payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Permitted Indebtedness or any other Indebtedness not included in the Covered Debt AmountAmount solely from the proceeds of any issuance of Equity Interests in excess of the amount, if any, that is required to be used for required amortization under this Agreement after the Commitment Termination Date pursuant to Section 2.10(d)(ii); provided that, in and
(g) payments and prepayments thereof required to comply with requirements of Section 2.10(c). 777795439 Notwithstanding anything herein to the case of clause (a) abovecontrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory prepayment or redemption, conversion or otherwise) any such Indebtedness if pursuant to the foregoing clauses (a) or (c) if, immediately after giving effect thereto and to any Concurrent Transactionsthereto, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or any Unsecured Longer-Term Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any 139 BUSINESS.29259741.231546920 cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries Subsidiary Guarantor for another in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuingcontinuing or would result therefrom, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments [reserved];
(d) mandatory payments, required prepayments or prepayments mandatory redemptions of Secured any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness and/or in Cash on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness), so long as immediately both before and after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and Section 6.07, (c) and (iiiii) no Specified Default or Event of Default shall exist or be continuing and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (iiiii) the Covered Debt Amount does not exceed 90% of the Borrowing Base;
(e) payments or prepayments of Secured Longer-Term Indebtedness, Special Unsecured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness prior to the Commitment Termination Date solely from the proceeds of any issuance of Equity Interests, so long as both before and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to such payment no Default or Event of Default shall exist or be continuing; and
(f) payments or prepayments of any Concurrent Transactions, Indebtedness that is included in the Covered Debt Amount would exceed required to comply with the Borrowing Baserequirements of Section 2.10(c).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) convertible notes made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist have occurred or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c6.05(d);
(c) voluntary payments and prepayments thereof required to comply with requirements of Section 2.10(c); 127 Revolving Credit Agreement
(d) payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment Unsecured Longer-Term Indebtedness or prepayment and Special Unsecured Indebtedness solely from the proceeds of any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is issuance of Equity Interests in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% excess of the Covered Debt Amount; provided thatamount, in if any, that is required to be used for required amortization under this Agreement after the case of clause (a) aboveCommitment Termination Date. Notwithstanding anything herein to the contrary, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if if, immediately after giving effect thereto and to any Concurrent TransactionsTransaction, the Covered Debt Amount would exceed the Borrowing BaseBase then in effect.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured 135 Revolving Credit Agreement Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests)), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses or fractional shares on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment payment, prepayment, retirement, repurchase, acquisition or redemption that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments payments, purchases, redemptions, retirements, acquisitions or prepayments required to comply with requirements of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; andSection 2.10(c);
(d) payments or prepayments thereof solely from the proceeds of any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time issuance of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% Equity Interests in excess of the Covered Debt Amountamount, if any, that is required to be used for a mandatory prepayment pursuant to Section 2.10(d); provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (AB Private Lending Fund)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Indebtedness or Unsecured Longer-Term Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of such Secured Longer-Term Indebtedness (subject to the prior written consent of the Required Lenders and the Administrative Agent) or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01 6.01(b) and (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interestsc)), except for:
for (a) regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
, (b) so long as no Specified Default or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or and prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtednessrequired to comply with requirements of Section 2.08(c), (c) redemptions of any notes pursuant to the “Survivor’s Option” described in the draft Registration Statement on Form N-2 provided by the Company via email to the Administrative Agent at 7:52 PM ET on January 11, 2015, provided that the aggregate amount of notes redeemed shall not exceed the Survivor’s Option Amount and (d) other payments during the Revolving Period to repurchase or call the Internotes up to an aggregate amount of $20,000,000 during the Revolving Period, so long as immediately after giving effect to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default exists as of the date of such other payment (or Event of Default shall have occurred and be continuingimmediately after giving to such other payment), (ii) the Covered Debt Amount does not exceed 80% of the Borrowing BaseBase calculated on a pro forma basis after giving effect to such other payment, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted prior to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if and immediately after giving effect thereto and to any Concurrent Transactionssuch other payment, the Covered Debt Amount would exceed Borrower is in pro forma compliance with each of the Borrowing Basecovenants set forth in Sections 6.07.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Alcentra Capital Corp)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness or any other Indebtedness that is not then included in the Covered Debt Amount (other than (i) the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured Indebtedness or such other Indebtedness with Indebtedness permitted under Section 6.01 (including, including for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or (ii) prior to the occurrence of the Extended Commitment Termination Date, with the proceeds of any issuance of Equity Interests)), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof and (z) any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a));
(b) so long as no Specified Default any payment, prepayment or Event redemption (other than any payment, prepayment or redemption of Default shall exist or be continuing, any payment Permitted Advisor Loan) that, if treated as it were deemed to be a Restricted Payment for purposes of Section 6.05(c)6.05, would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary payments or prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately both before and after giving effect to such voluntary payment or prepayment prepayment, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Sections 6.07(b) Section 6.07 and (c) and (iiiii) no Specified Default shall exist or be continuing;
(d) mandatory payments, required prepayments or mandatory redemptions of any Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before and after giving effect to such payment, prepayment or redemption, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) no Event of Default shall exist or be continuing and be continuing; and(ii) the Covered Debt Amount does not exceed the Borrowing Base;
(de) any payments and prepayments with respect to any Permitted Advisor Loan so long as, (i) at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent TransactionTransactions, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Adjusted Gross Borrowing Base immediately after giving effect to such payment or prepayment, as applicable, is at least 115% of the Covered Debt Amount and (iii) the Covered Debt Amount does not exceed the Borrowing Base; and
(f) at any time prior to the Commitment Termination Date, and (iii) payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness solely from the Adjusted Gross Borrowing Base is at least 110% proceeds of any issuance of Equity Interests in excess of the Covered Debt Amount; provided thatamount, in the case of clause (a) aboveif any, in no event shall any Obligor that is required to be permitted to prepay or settle (whether as a result of used for a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and prepayment of Loans pursuant to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.Section 2.10(d)(ii)
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Bain Capital Private Credit)
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness Indebtedness, the 2022 Notes or any Indebtedness that is not then included in the Covered Debt Amount 20212022 Convertible Notes (other than (i) the refinancing of such Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01 6.01(b) and (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiaryc) or (ii) prior to the occurrence refinancing of the Extended Commitment Termination Date, 20212022 Notes solely with the net cash proceeds of any issuance Unsecured Longer-Term Indebtedness permitted under Section 6.01(c); provided that up to $25,000,000 of Equity InterestsLoans hereunder may be borrowed to refinance the 2022 Notes so long as no Default or Event of Default shall have occurred or be continuing before or immediately giving effect to such refinancing and the Borrower is in pro forma compliance with each of the covenants set forth in Section 6.07 before and immediately after giving effect to such refinancing), except for:
(a) for regularly scheduled payments, prepayments or redemptions payments of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness Indebtedness; (it being understood that: b) for (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness; convertible notes, (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; , and (y) any cash payment on account of interest or expenses on such Permitted Convertible Indebtedness convertible notes (or any cash payment on account of fractional shares issued upon customary conversion provisions of such Permitted Convertible Indebtednessconvertible notes) made by the Borrower or any of its Subsidiaries in respect of such triggering and/or settlement thereof shall be permitted under this clause (a));
(b) so long as no Specified Default thereof; or Event of Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(c), would be permitted to be made pursuant to the provisions set forth in Section 6.05(c);
(c) voluntary for payments or and prepayments of Secured Longer-Term Indebtedness and/or Permitted Indebtedness, so long as immediately after giving effect required to such voluntary payment or prepayment and any Concurrent Transaction, (i) the Covered Debt Amount does not exceed the Borrowing Base, (ii) the Borrower is in pro forma compliance comply with the financial covenants set forth in Sections 6.07(b) and (c) and (iii) no Specified Default or Event requirements of Default shall exist and be continuing; and
(d) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, (i) no Specified Default or Event of Default shall have occurred and be continuing, (ii) the Covered Debt Amount does not exceed the Borrowing Base, and (iii) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, in the case of clause (a) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing BaseSection 2.08(b).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Capitala Finance Corp.)