Common use of The Revolving Reserve Account; Fundings Clause in Contracts

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian a single, segregated trust account in the name “PennantPark Floating Rate Funding I, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On the Commitment Termination Date and at all times thereafter, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) in the Revolving Reserve Account equal the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amount. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager pursuant to Section 8.05 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to and the Collateral Agent shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount at the direction of the Administrative Agent.

Appears in 3 contracts

Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)

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The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated account in the corporate trust account department of the Securities Intermediary in the name “PennantPark Floating Rate Funding I, DLF Financing SPV LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and Servicer on the Collateral Agent Borrower’s behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund), Credit and Security Agreement (Morgan Stanley Direct Lending Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shallCollateral Agent, on or prior to the Original Closing Date, establish has established at the Custodian a single, segregated securities account held in trust account in and titled the name “PennantPark Floating Rate Funding I"WhiteHorse Finance Warehouse, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent", which shall be has been designated as the "Revolving Reserve Account", which has been and shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which has been and shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or and beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On Upon the purchase of any Delayed Drawdown Collateral Loan or Revolving Collateral Loan or, if necessary, within two Business Days following the Commitment Termination Date Date, funds shall be withdrawn by the Collateral Agent at the direction of the Collateral Manager from the Principal Collection Subaccount and at all times thereafter, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) deposited in the Revolving Reserve Account Account, (i) during the Reinvestment Period, in an amount sufficient to ensure no Commitment Shortfall exists as of such time, and (ii) at all times, within two Business Days after the last day of the Reinvestment Period, equal the sum of (x) to the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans; provided that, plus if funds in the Principal Collection Subaccount are not sufficient under this clause (yii) then an Advance under this Facility shall be made (the aggregate amount of funds needed required to settle purchases of Collateral Loans which the Borrower committed, prior to the end of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amount. Amounts be on deposit at all times in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager pursuant to Section 8.05 and earnings from all such investments will be deposited in clause (i) or (ii), as applicable, the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the "Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to and the Collateral Agent shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount at the direction of the Administrative Agent").

Appears in 2 contracts

Samples: Credit and Security Agreement (WhiteHorse Finance, Inc.), Credit and Security Agreement (WhiteHorse Finance, Inc.)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian a single, segregated trust account in the name “PennantPark Floating Rate Funding I, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On the Commitment Termination Date and at all times thereafter, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) in the Revolving Reserve Account at least equal to the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral LoansExposure, plus (y) the Dollar Equivalent of the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amount. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager pursuant to Section 8.05 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to and the Collateral Agent shall remit such excess to the applicable Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount at the direction of the Administrative Agent.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shallCollateral Agent, on or prior to the Original Closing Date, shall establish at the Custodian a single, segregated securities account held in trust account in and titled the name PennantPark Floating Rate Funding ITPG SL SPV, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or and beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On Upon the purchase of any Delayed Drawdown Collateral Loan or Revolving Collateral Loan or, if necessary, on the Commitment Termination Date Date, funds shall be withdrawn by the Collateral Agent at the direction of the Investment Manager from the Principal Collection Subaccount and at all times thereafter, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) deposited in the Revolving Reserve Account Account, (i) during the Reinvestment Period, in an amount sufficient to ensure no Commitment Shortfall exists as of such time, and (ii) at all times after the last day of the Reinvestment Period, equal the sum of (x) to the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral LoansLoans (the amount required to be on deposit at all times in the Revolving Reserve Account pursuant to such clause (i) or (ii), plus (y) as applicable, the aggregate amount “Revolving Reserve Required Amount”). Fundings of funds needed to settle purchases of Revolving Collateral Loans which and Delayed Drawdown Collateral Loans shall be made using, first, amounts on deposit in the Borrower committedRevolving Reserve Account, then amounts on deposit in the Principal Collection Subaccount and finally, prior to the end of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amountavailable Borrowings. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Investment Manager pursuant to Section 8.05 8.05, and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds So long as no Event of Default has occurred and is then continuing, all funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, ; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to and the Collateral Agent shall promptly notify the Investment Manager and remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may such amounts will be withdrawn by the Collateral Agent and deposited into the treated as Principal Collection Subaccount at the direction of the Administrative AgentCollections.

Appears in 2 contracts

Samples: Credit and Security Agreement (TPG Specialty Lending, Inc.), Revolving Credit and Security Agreement (TPG Specialty Lending, Inc.)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate BGSL Breckenridge Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Borrowings. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Borrowing, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Commitment Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Commitment Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and the Collateral Agent Servicer on its behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 2 contracts

Samples: Credit and Security Agreement (Blackstone / GSO Secured Lending Fund), Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate BPC Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and the Collateral Agent Servicer on its behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Barings Private Credit Corp), Credit and Security Agreement (Barings Private Credit Corp)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate BGSL Breckenridge Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Commitment Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Commitment Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and the Collateral Agent Servicer on its behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 2 contracts

Samples: Credit and Security Agreement (Blackstone / GSO Secured Lending Fund), Credit and Security Agreement (Blackstone Secured Lending Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian a single, segregated trust account in the name “PennantPark Floating Rate Funding I, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as Securities Intermediary the “Revolving Reserve Account”, which shall consist of five segregated accounts, one of which will be designated as the “AUD Revolving Reserve Account,” one of which will be designated as the “CAD Revolving Reserve Account,” one of which will be designated as the “EUR Revolving Reserve Account,” one of which will be designated as the “GBP Revolving Reserve Account,” and one of which will be designated as the “USD Revolving Reserve Account,” all of which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be in the name of the Borrower and subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. During the Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account and finally, available Advances. On the Commitment Facility Termination Date and at all times thereafterDate, to the Borrower shall maintain an extent the amount (the “Revolving Reserve Required Amount”) of funds on deposit in the Revolving Reserve Account equal are less than the sum of Revolving Exposure, (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, and then available Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent necessary so that such proceeds may be re-borrowed by the related Obligor. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount Account as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and the Collateral Agent Manager on its behalf) shall remit such excess to the Principal Collection SubaccountAccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount Account pursuant to and at the direction of the Administrative Agent.

Appears in 2 contracts

Samples: Credit and Security Agreement (HPS Corporate Lending Fund), Credit Agreement (HPS Corporate Lending Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian a single, segregated trust account in the name “PennantPark Floating Rate Funding I, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On the Commitment Termination Date and at all times thereafter, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) in the Revolving Reserve Account at least equal to the sum of (x) the Dollar Equivalent of the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the Dollar Equivalent of the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amount. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager pursuant to Section 8.05 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to and the Collateral Agent shall remit such excess to the applicable Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate Funding IOFSCC-FS, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Borrowing, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. 92 Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and the Collateral Agent Servicer on its behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (OFS Capital Corp)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian a single, segregated non-interest bearing trust account in the name “PennantPark Floating Rate MSCC Funding I, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the 750499896 22723957 751700376 22723957 provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On the Commitment Termination Date and at all times thereafter, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) in the Revolving Reserve Account at least equal to the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral LoansExposure, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower, the Parent or the Collateral Manager), the Borrower shall request be deemed to have requested a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amount. During the Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account and finally, available Borrowings. After the Commitment Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Commitment Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be reborrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager pursuant to Section 8.05 and earnings from all such investments will be deposited in the Interest Collection Subaccount Account as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to and the Collateral Agent Agent, at the direction of the Borrower (or the Collateral Manager on its behalf), shall remit such excess to the Principal Collection SubaccountAccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount Account pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Main Street Capital CORP)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate BCRED Bard Peak Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall USActive 56468589.1056468589.17 be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and the Collateral Agent Servicer on its behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (Blackstone Private Credit Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish Collateral Agent has established at the Custodian a single, segregated securities account held in trust account in and titled the name PennantPark Floating Rate Funding I, TCW DL VIII Financing LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement Agreement, the other Facility Documents and the Priority of Payments. On Upon the purchase by the Borrower of any Delayed Drawdown Collateral Loan or Revolving Collateral Loan or, if necessary, on the Revolving Commitment Termination Date and (if not directly deposited into the Revolving Reserve Account in accordance with Section 2.02(a)), funds shall be withdrawn by the Collateral Agent at all times thereafter, the direction of the Borrower shall maintain an amount (or the “Revolving Reserve Required Amount”) Collateral Manager from the Principal Collection Account and deposited in the Revolving Reserve Account Account, (i) during the Revolving Period, in an amount sufficient to ensure no Commitment Shortfall exists as of such time, and (ii) at all times after the last day of the Revolving Period, equal the sum of (x) to the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral LoansLoans (the amount required to be on deposit at all times in the Revolving Reserve Account pursuant to such clause (i) or (ii), plus (y) as applicable, the aggregate amount “Revolving Reserve Required Amount”). Fundings of funds needed to settle purchases of Revolving Collateral Loans which and Delayed Drawdown Collateral Loans shall be made using, first, amounts on deposit in the Borrower committedRevolving Reserve Account, then amounts on deposit in the Principal Collection Account and finally, prior to the end of the Reinvestment Period, to acquire after the Revolving Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amountavailable Borrowings. Amounts on deposit in the Revolving Reserve Account will may be invested in overnight funds that are Eligible Investments selected by the Borrower or the Collateral Manager pursuant to Section 8.05 8.05, and earnings from all such investments will be deposited in the Interest Collection Subaccount Account as Interest Proceeds. Funds So long as no Event of Default has occurred and is then continuing, all funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, ; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, or if the Borrower shall direct underlying commitment to fund such drawdowns with respect to the Delayed Drawdown Collateral Agent to Loans and Revolving Collateral Loans is reduced or terminated, the Collateral Agent shall promptly notify the Borrower and the Collateral Manager and remit such excess to the Principal Collection Subaccount. In additionAccount, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may such amounts will be withdrawn by the Collateral Agent and deposited into the treated as Principal Collection Subaccount at the direction of the Administrative AgentCollections.

Appears in 1 contract

Samples: Credit and Security Agreement (TCW Direct Lending VIII LLC)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish Collateral Agent has established at the Custodian a single, segregated trust account in comprised of a securities account and a related deposit account titled the name PennantPark Floating Rate Funding BlackRock Private Credit Fund Leverage I, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On each day that the Commitment Termination Date and at all times thereafterBorrower owns Revolving Collateral Loans or Delayed Drawdown Loans with unfunded commitments, the Borrower shall maintain an amount Available Unfunded Amount plus amounts on deposit in the Revolving Reserve Account (the “Revolving Reserve Required Amount”) ), must be equal to or greater than the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans. On any day that the Revolving Reserve Account equal the sum of (x) Required Amount is less than the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus the difference shall be withdrawn by the Collateral Agent at the direction of the Borrower (yor the Portfolio Manager on its behalf) from the Principal Collection Account and such amounts shall be deposited in the Revolving Reserve Account such that the Revolving Reserve Required Amount is equal to or greater than the aggregate amount unfunded commitments in respect of funds needed to settle purchases of all Revolving Collateral Loans which and Delayed Drawdown Collateral Loans on such date. 104 Fundings of Revolving Collateral Loans and Delayed Drawdown Collateral Loans shall be made at the direction of the Borrower committed(or the Portfolio Manager on its behalf) using, first, amounts on deposit in the Revolving Reserve Account, then amounts on deposit in the Principal Collection Account and finally, prior to the end of the Reinvestment Period, to acquire after the latest Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amountavailable Borrowings. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Borrower (or the Portfolio Manager on its behalf) pursuant to Section 8.05 8.05, and earnings from all such investments will be deposited in the Interest Collection Subaccount Account as Interest Proceeds. Funds So long as no Event of Default has occurred and is then continuing, all funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, ; provided that, to the extent that the aggregate amount of funds on deposit therein plus the Available Unfunded Amount at any time exceeds the aggregate unfunded commitments in respect of all Revolving Reserve Required AmountCollateral Loans and Delayed Drawdown Collateral Loans, the Borrower shall (or the Portfolio Manager its behalf) may at its option direct the Collateral Agent to and the Collateral Agent shall remit such excess to the Principal Collection Subaccount. In additionAccount, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may such amounts will be withdrawn by the Collateral Agent and deposited into the treated as Principal Collection Subaccount at the direction of the Administrative AgentCollections.

Appears in 1 contract

Samples: Credit and Security Agreement (BlackRock Private Credit Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate BGSL Breckenridge Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Borrowings. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Borrowing, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Commitment Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Commitment Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct USActive 53861575.5 -104- (or the Collateral Agent to and the Collateral Agent Servicer on its behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate BGSL Breckenridge Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Commitment Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Commitment Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and the Collateral Agent Servicer on its behalf) shall remit such excess to the Principal Collection Subaccount. In -102- addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (Blackstone Secured Lending Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish Collateral Agent has established at the Custodian a single, segregated trust securities account in together with a related deposit account and titled the name PennantPark Floating Rate Funding I, TCW DL VII Financing LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement Agreement, the other Facility Documents and the Priority of Payments. On Upon the purchase of any Delayed Drawdown Collateral Loan or Revolving Collateral Loan or, if necessary, on the Revolving Commitment Termination Date and (if not directly deposited into the Revolving Reserve Account in accordance with Section 2.02(a)), funds shall be withdrawn by the Collateral Agent at all times thereafter, the direction of the Borrower shall maintain an amount (or the “Revolving Reserve Required Amount”) Collateral Manager from the Principal Collection Account and deposited in the Revolving Reserve Account Account, (i) during the Revolving Period, in an amount sufficient to ensure no Collateral Exposure Amount exists as of such time, and (ii) at all times after the last day of the Revolving Period, equal the sum of (x) to the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral LoansLoans (the amount required to be on deposit at all times in the Revolving Reserve Account pursuant to such clause (i) or (ii), plus (y) as applicable, the aggregate amount “Revolving Reserve Required Amount”). Fundings of funds needed to settle purchases of Revolving Collateral Loans which and Delayed Drawdown Collateral Loans shall be made using, first, amounts on deposit in the Borrower committedRevolving Reserve Account, then amounts on deposit in the Principal Collection Account and finally, prior to the end of the Reinvestment Period, to acquire after the Revolving Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amountavailable Borrowings. Amounts on deposit in the Revolving Reserve Account will may be invested in overnight funds that are Eligible Investments selected by the Borrower or the Collateral Manager pursuant to Section 8.05 8.05, and earnings from all such investments will be deposited in the Interest Collection Subaccount Account as Interest Proceeds. Funds So long as no Event of Default has occurred and is then continuing, all funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, ; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to shall promptly notify the Borrower and the Collateral Agent shall Manager and remit such excess to the Principal Collection Subaccount. In additionAccount, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may such amounts will be withdrawn by the Collateral Agent and deposited into the treated as Principal Collection Subaccount at the direction of the Administrative AgentCollections.

Appears in 1 contract

Samples: Credit and Security Agreement (TCW Direct Lending VII LLC)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish Collateral Agent has established at the Custodian a single, segregated trust securities account in together with a related deposit account and titled the name PennantPark Floating Rate Funding I, TCW DL VII Financing LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement Agreement, the other Facility Documents and the Priority of Payments. On Upon the purchase by the Borrower of any Delayed Drawdown Collateral Loan or Revolving Collateral Loan or, if necessary, on the Revolving Commitment Termination Date and (if not directly deposited into the Revolving Reserve Account in accordance with Section 2.02(a)), funds shall be withdrawn by the Collateral Agent at all times thereafter, the direction of the Borrower shall maintain an amount (or the “Revolving Reserve Required Amount”) Collateral Manager from the Principal Collection Account and deposited in the Revolving Reserve Account Account, (i) during the Revolving Period, in an amount sufficient to ensure no Collateral Exposure Amount exists as of such time, and (ii) at all times after the last day of the Revolving Period, equal the sum of (x) to the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral LoansLoans (the amount required to be on deposit at all times in the Revolving Reserve Account pursuant to such clause (i) or (ii), plus (y) as applicable, the aggregate amount “Revolving Reserve Required Amount”). Fundings of funds needed to settle purchases of Revolving Collateral Loans which and Delayed Drawdown Collateral Loans shall be made using, first, amounts on deposit in the Borrower committedRevolving Reserve Account, then amounts on deposit in the Principal Collection Account and finally, prior to the end of the Reinvestment Period, to acquire after the Revolving Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amountavailable Borrowings. Amounts on deposit in the Revolving Reserve Account will may be invested in overnight funds that are Eligible Investments selected by the Borrower or the Collateral Manager pursuant to Section 8.05 8.05, and earnings from all such investments will be deposited in the Interest Collection Subaccount Account as Interest Proceeds. Funds So long as no Event of Default has occurred and is then continuing, all funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, ; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to shall promptly notify the Borrower and the Collateral Agent shall Manager and remit such excess to the Principal Collection Subaccount. In additionAccount, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may such amounts will be withdrawn by the Collateral Agent and deposited into the treated as Principal Collection Subaccount at the direction of the Administrative AgentCollections.

Appears in 1 contract

Samples: Credit and Security Agreement (TCW Direct Lending VII LLC)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish Collateral Agent has established at the Custodian a single, segregated trust account in comprised of a securities account and a related deposit account titled the name PennantPark Floating Rate Funding BlackRock Private Credit Fund Leverage I, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On each day that the Commitment Termination Date and at all times thereafterBorrower owns Revolving Collateral Loans or Delayed Drawdown Loans with unfunded commitments, the Borrower shall maintain an amount Available Unfunded Amount plus amounts on deposit in the Revolving Reserve Account (the “Revolving Reserve Required Amount”) ), must be equal to or greater than the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans. On any day that the Revolving Reserve Account equal the sum of (x) Required Amount is less than the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus the difference shall be withdrawn by the Collateral Agent at the direction of the Borrower (yor the Portfolio Manager on its behalf) from the Principal Collection Account and such amounts shall be deposited in the Revolving Reserve Account such that the Revolving Reserve Required Amount is equal to or greater than the aggregate amount unfunded commitments in respect of funds needed to settle purchases of all Revolving Collateral Loans which and Delayed Drawdown Collateral Loans on such date. Fundings of Revolving Collateral Loans and Delayed Drawdown Collateral Loans shall be made at the direction of the Borrower committed(or the Portfolio Manager on its behalf) using, first, amounts on deposit in the Revolving Reserve Account, then amounts on deposit in the Principal Collection Account and finally, prior to the end of the Reinvestment Period, to acquire after the latest Commitment Termination Date, available Borrowings. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amount. 102 Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Borrower (or the Portfolio Manager on its behalf) pursuant to Section 8.05 8.05, and earnings from all such investments will be deposited in the Interest Collection Subaccount Account as Interest Proceeds. Funds So long as no Event of Default has occurred and is then continuing, all funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, ; provided that, to the extent that the aggregate amount of funds on deposit therein plus the Available Unfunded Amount at any time exceeds the aggregate unfunded commitments in respect of all Revolving Reserve Required AmountCollateral Loans and Delayed Drawdown Collateral Loans, the Borrower shall (or the Portfolio Manager its behalf) may at its option direct the Collateral Agent to and the Collateral Agent shall remit such excess to the Principal Collection Subaccount. In additionAccount, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may such amounts will be withdrawn by the Collateral Agent and deposited into the treated as Principal Collection Subaccount at the direction of the Administrative AgentCollections.

Appears in 1 contract

Samples: Credit and Security Agreement (BlackRock Private Credit Fund)

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The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated account in the corporate trust account department of the Securities Intermediary in the name “PennantPark Floating Rate ARCC FB Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountUSActive 54953942.17 -108- Exposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and Servicer on the Collateral Agent Borrower’s behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (Ares Capital Corp)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate BGSL Breckenridge Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available BorrowingsAdvances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing BorrowingAdvance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such BorrowingAdvance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Commitment Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Commitment Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and the Collateral Agent Servicer on its behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (Blackstone Secured Lending Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shallCollateral Agent, on or prior to the Closing Date, shall establish at the Custodian a single, segregated securities account held in trust account in and titled the name PennantPark Floating Rate Funding ITPG SL SPV, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or and beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On Upon the purchase of any Delayed Drawdown Collateral Loan or Revolving Collateral Loan or, if necessary, on the Commitment Termination Date Date, funds shall be withdrawn by the Collateral Agent at the direction of the Investment Manager from the Principal Collection Subaccount and at all times thereafter, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) deposited in the Revolving Reserve Account Account, (i) during the Reinvestment Period, in an amount sufficient to ensure no Commitment Shortfall exists as of such time, and (ii) at all times after the last day of the Reinvestment Period, equal the sum of (x) to the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral LoansLoans (the amount required to be on deposit at all times in the Revolving Reserve Account pursuant to such clause (i) or (ii), plus (y) as applicable, the aggregate amount “Revolving Reserve Required Amount”). Fundings of funds needed to settle purchases of Revolving Collateral Loans which and Delayed Drawdown Collateral Loans shall be made using, first, amounts on deposit in the Borrower committedRevolving Reserve Account, then amounts on deposit in the Principal Collection Subaccount and finally, prior to the end of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amountavailable Borrowings. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Investment Manager pursuant to Section 8.05 8.05, and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds So long as no Event of Default has occurred and is then continuing, all funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, ; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to and the Collateral Agent shall promptly notify the Investment Manager and remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may such amounts will be withdrawn by the Collateral Agent and deposited into the treated as Principal Collection Subaccount at the direction of the Administrative AgentCollections.

Appears in 1 contract

Samples: Credit and Security Agreement (TPG Specialty Lending, Inc.)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated account in the corporate trust account department of the Securities Intermediary in the name “PennantPark Floating Rate Funding I, T Series Financing II SPV LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and Servicer on the Collateral Agent Borrower’s behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate BGSL Breckenridge Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Borrowings. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Borrowing, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Commitment Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Commitment Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and the Collateral Agent Servicer on its behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of USActive 51774144.2053776213.6-101- an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish Collateral Agent has established at the Custodian a single, segregated trust securities account in together with a related deposit account and titled the name PennantPark Floating Rate Funding I, TCW DL VII Financing LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement Agreement, the other Facility Documents and the Priority of Payments. On Upon the purchase by the Borrower of any Delayed Drawdown Collateral Loan or Revolving Collateral Loan or, if necessary, on the Revolving Commitment Termination Date and (if not directly deposited into the Revolving Reserve Account in accordance with Section 2.02(a)), funds shall be withdrawn by the Collateral Agent at all times thereafter, the direction of the Borrower shall maintain an amount (or the “Revolving Reserve Required Amount”) Collateral Manager from the Principal Collection Account and deposited in the Revolving Reserve Account Account, (i) during the Revolving Period, in an amount sufficient to ensure no Commitment Shortfall exists as of such time, and (ii) at all times after the last day of the Revolving Period, equal the sum of (x) to the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral LoansLoans (the amount required to be on deposit at all times in the Revolving Reserve Account pursuant to such clause (i) or (ii), plus (y) as applicable, the aggregate amount “Revolving Reserve Required Amount”). Fundings of funds needed to settle purchases of Revolving Collateral Loans which and Delayed Drawdown Collateral Loans shall be made using, first, amounts on deposit in the Borrower committedRevolving Reserve Account, then amounts on deposit in the Principal Collection Account and finally, prior to the end of the Reinvestment Period, to acquire after the Revolving Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amountavailable Borrowings. Amounts on deposit in the Revolving Reserve Account will may be invested in overnight funds that are Eligible Investments selected by the Borrower or the Collateral Manager pursuant to Section 8.05 8.05, and earnings from all such investments will be deposited in the Interest Collection Subaccount Account as Interest Proceeds. Funds So long as no Event of Default has occurred and is then continuing, all funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, ; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to shall promptly notify the Borrower and the Collateral Agent shall Manager and remit such excess to the Principal Collection Subaccount. In additionAccount, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may such amounts will be withdrawn by the Collateral Agent and deposited into the treated as Principal Collection Subaccount at the direction of the Administrative AgentCollections.

Appears in 1 contract

Samples: Credit and Security Agreement (TCW Direct Lending VII LLC)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate Funding IOFSCC-FS, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Borrowing, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans USActive 53852035.1153852035.14.docx -110- committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and the Collateral Agent Servicer on its behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (OFS Capital Corp)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Restatement Effective Date, establish at the Custodian Intermediary a single, segregated trust account in the name “PennantPark Floating Rate Funding I, MC Income Plus Financing SPV LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legalat all times following the end of the Reinvestment Period, equitable or beneficial interest maintain an amount in the Revolving Reserve Account other equal to and in no event less than in accordance with this Agreement and the Priority of PaymentsRevolving Reserve Required Amount. On the Commitment Termination Date and at all times thereafter, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) in the Revolving Reserve Account ” shall equal the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral LoansNet Aggregate Exposure Amount, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior Subject to or immediately after the occurrence terms of this Agreement, the Borrower may request a Borrowing prior to the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amount. Amounts on deposit Neither the Collateral Agent nor the Intermediary shall be under any obligation to monitor or determine if the amounts in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by equal to or greater than the Collateral Manager pursuant to Section 8.05 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest ProceedsRevolving Reserve Required Amount. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower shall direct or the Collateral Agent Manager on its behalf may by delivery of a certificate of a Responsible Officer to and the Collateral Agent shall Administrative Agent, remit such excess to the Principal Collection SubaccountAccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Administrative Agent and deposited into the Principal Collection Subaccount at the direction of the Administrative AgentAccount.

Appears in 1 contract

Samples: Credit and Security Agreement (Monroe Capital Income Plus Corp)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shallCollateral Agent, on or prior to the Closing Date, shall establish at the Custodian a single, segregated securities account held in trust account in and titled the name PennantPark Floating Rate Funding IWhiteHorse Finance Warehouse, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or and beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On Upon the purchase of any Delayed Drawdown Collateral Loan or Revolving Collateral Loan or, if necessary, within two Business Days following the Commitment Termination Date Date, funds shall be withdrawn by the Collateral Agent at the direction of the Collateral Manager from the Principal Collection Subaccount and at all times thereafter, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) deposited in the Revolving Reserve Account Account, (i) during the Reinvestment Period, in an amount sufficient to ensure no Commitment Shortfall exists as of such time, and (ii) at all times, within two Business Days after the last day of the Reinvestment Period, equal the sum of (x) to the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans; provided that, plus if funds in the Principal Collection Subaccount are not sufficient under this clause (yii) then an Advance under this Facility shall be made (the aggregate amount required to be on deposit at all times in the Revolving Reserve Account pursuant to such clause (i) or (ii), as applicable, the “Revolving Reserve Required Amount”). Fundings of funds needed to settle purchases of Revolving Collateral Loans which and Delayed Drawdown Collateral Loans shall be made using, first, amounts on deposit in the Borrower committedRevolving Reserve Account, then amounts on deposit in the Principal Collection Subaccount and finally, prior to the end of the Reinvestment Period, to acquire after or on the Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), the Borrower shall request a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amountavailable Borrowings. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager pursuant to Section 8.05 8.05, and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds So long as no Event of Default pursuant to Section 6.01(e) or (f) has occurred and is then continuing, all funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, ; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower Collateral Manager shall direct promptly notify the Collateral Agent to and in writing of the amount thereof, the Collateral Agent shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may such amounts will be withdrawn by the Collateral Agent and deposited into the treated as Principal Collection Subaccount at the direction of the Administrative AgentProceeds.

Appears in 1 contract

Samples: Credit and Security Agreement (WhiteHorse Finance, LLC)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate TRP OHA SPV Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained -131- by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, and then available Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent necessary so that the amount in the Revolving Reserve Account is at least equal to the Revolving Exposure. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, ; provided that, to the extent that Collateral Agent, at the aggregate amount direction of the Borrower (or the Servicer on its behalf) shall, (1) during the Reinvestment Period, remit any funds on deposit therein at any time exceeds in the Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to and the Collateral Agent shall remit such excess Account to the Principal Collection SubaccountSubaccount so long as after giving effect thereto the Minimum OC Coverage Test is satisfied, and (2) after the Reinvestment Period, remit any funds on deposit in the Revolving Reserve Account to the Principal Collection Subaccount so long as after giving effect thereto the amount remaining on deposit in the Revolving Reserve Account at least equals the amount of the Revolving Exposure. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.. For the avoidance of doubt, during the Reinvestment Period, the Borrower shall not be required to deposit (or keep on deposit) any amount in the Revolving Reserve Account. Section 8.05

Appears in 1 contract

Samples: Credit and Security Agreement (T. Rowe Price OHA Select Private Credit Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian a single, segregated non-interest bearing trust account in the name “PennantPark Floating Rate MSCC Funding I, LLC Revolving Reserve Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Revolving Reserve Account”, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On the Commitment Termination Date and at all times thereafter, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) in the Revolving Reserve Account at least equal to the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral LoansExposure, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after the occurrence of the Commitment Termination Date (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower, the Parent or the Collateral Manager), the Borrower shall request be deemed to have requested a final Borrowing in an amount sufficient to fund the Revolving Reserve Required Amount. During the Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account and finally, available Borrowings. After the Commitment Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Commitment Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be reborrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager pursuant to Section 8.05 and earnings from all such investments will be deposited in the Interest Collection Subaccount Account as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds the Revolving Reserve Required Amount, the Borrower shall direct the Collateral Agent to and the Collateral Agent Agent, at the direction of the Borrower (or the Collateral Manager on its behalf), shall remit such excess to the Principal Collection SubaccountAccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount Account pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (Main Street Capital CORP)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated trust account in the name “PennantPark Floating Rate BCRED Bard Peak Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and the Collateral Agent Servicer on its behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (Blackstone Private Credit Fund)

The Revolving Reserve Account; Fundings. (a) In accordance with this Agreement and the Account Control Agreement, the Borrower shall, on or prior to the Closing Date, establish at the Custodian Securities Intermediary a single, segregated account in the corporate trust account department of the Securities Intermediary in the name “PennantPark Floating Rate ARCC FB Funding I, LLC Revolving Reserve Account, subject to the lien Lien of the Collateral Agent”, ,” which shall be USActive 54953942.1755479929.4-116- designated as the “Revolving Reserve Account”, ,” which shall be maintained by the Borrower with the Custodian Securities Intermediary in accordance with the Account Control Agreement and which shall be subject to the lien Lien of the Collateral Agent. The only permitted deposits to or withdrawals from the Revolving Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Revolving Reserve Account other than in accordance with this Agreement and the Priority of Payments. On During the Commitment Termination Date Reinvestment Period, fundings of Delayed Drawdown Collateral Loans and at all times thereafterRevolving Collateral Loans shall be made using, the Borrower shall maintain an amount (the “Revolving Reserve Required Amount”) first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account equal and finally, available Advances. On the sum of (x) the aggregate unfunded commitments in respect of all Revolving Collateral Loans and Delayed Drawdown Collateral Loans, plus (y) the aggregate amount of funds needed to settle purchases of Collateral Loans which the Borrower committed, prior to the end last day of the Reinvestment Period, to acquire after the Commitment Termination Date. Prior to or immediately after extent the occurrence amount of funds on deposit in the Commitment Termination Date Revolving Reserve Account are less than the Revolving Exposure, (other than a Commitment Termination Date following the occurrence of an Insolvency Event with respect to the Borrower), x) the Borrower shall request a final Borrowing Advance in an amount sufficient to fund the Revolving Reserve Required Account in an amount equal to the Revolving Exposure; provided that after giving effect to such Advance, the aggregate principal amount of the Advances then outstanding shall not exceed the Maximum Available Amount, and/or (y) the Borrower shall deposit other available funds into the Revolving Reserve Account in an amount sufficient to fund the Revolving Reserve Account in an amount equal to the Revolving Exposure. After the Facility Termination Date, fundings of Delayed Drawdown Collateral Loans and Revolving Collateral Loans shall be made using, first, amounts on deposit in the Revolving Reserve Account, then available Principal Proceeds on deposit in the Collection Account. In addition, after the Facility Termination Date, all Principal Proceeds received with respect to Revolving Collateral Loans shall be deposited into the Revolving Reserve Account to the extent such proceeds may be re-borrowed by the related Obligors. Amounts on deposit in the Revolving Reserve Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager Servicer pursuant to Section 8.05 8.06 and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds. Funds in the Revolving Reserve Account (other than earnings from Eligible Investments therein) will be available solely to cover drawdowns on the Delayed Drawdown Collateral Loans and Revolving Collateral Loans, Loans and settle purchases of Collateral Loans committed to be acquired by the Borrower prior to the end of the Reinvestment Period; provided that, to the extent that the aggregate amount of funds on deposit therein at any time exceeds an amount equal to the Revolving Reserve Required AmountExposure, the Collateral Agent, at the direction of the Borrower shall direct (or the Collateral Agent to and Servicer on the Collateral Agent Borrower’s behalf) shall remit such excess to the Principal Collection Subaccount. In addition, following the occurrence and during the continuance of an Event of Default, funds in the Revolving Reserve Account may be withdrawn by the Collateral Agent and deposited into the Principal Collection Subaccount pursuant to and at the direction of the Administrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (Ares Capital Corp)

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