Interest Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). Interest Proceeds on deposit in the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement.
Appears in 4 contracts
Samples: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC)
Interest Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted nonNon-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any the Permitted Non-USD Interest Collection AccountAccount in respect of Euros) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. Interest Proceeds on deposit in the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement.
Appears in 3 contracts
Samples: Loan and Security Agreement (TCG BDC II, Inc.), Loan and Security Agreement (Carlyle Credit Solutions, Inc.), Loan and Security Agreement (TCG BDC II, Inc.)
Interest Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the USD Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the USD Interest Collection Account or the applicable Permitted nonNon-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the USD Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the USD Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. Interest Proceeds deposited into shall be retained in the USD Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account Account, as applicable, and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency with a rate of return that is not less than zero selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. In the absence of any such direction amounts held in such accounts will remain uninvested. Interest Proceeds on deposit in the USD Interest Collection Account and the each Permitted Non-USD Currency Interest Collection Accounts Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) and applied to make payments in accordance with this Agreement or to make Permitted Distributions or Permitted RIC Distributions as permitted by this Agreement. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, have been deposited in error or do not otherwise constitute Interest Proceeds (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default or following Default, at the occurrence direction of a Market Value Event, the Administrative Agent)) on the next succeeding Business Day and applied (i) remitted to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreementat the direction of the Company.
Appears in 3 contracts
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC), Credit and Security Agreement (T Series Middle Market Loan Fund LLC), Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Interest Proceeds. The Company shall notify On each Payment Date that is not (w) a Redemption Date, (x) the obligor Stated Maturity Date, (y) during a Defaulted Mortgage Asset Default Period or (z) a Payment Date following an acceleration of the Debt as a result of the occurrence and continuation of an Event of Default, Interest Proceeds with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds the related Due Period shall be distributed in the following order of priority:
(1) to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into payment of taxes and filing fees (including any registered office and government fees) owed by the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection AccountIssuer, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted if any;
(2) (a) first, pro rata (i) to the Collateral Agent, the Note Administrator, the Loan Agent, the Trustee and the Custodian the accrued and unpaid fees in respect of their services, in an aggregate amount equal to the Collateral Agent, Trustee, Loan Agent shall credit and Note Administrator Fee, in each case payable monthly and (or cause ii) without duplication of amounts paid pursuant to be creditedclause (i) to the payment of any accrued and unpaid Issuer Administrative Expenses of the Collateral Agent, the Loan Agent, the Trustee, the Note Administrator, the Custodian and the Paying Agent, and (b) second, to the payment of any other accrued and unpaid Issuer Administrative Expenses;
(3) to the payment of the accrued and unpaid Committed Additional Class A Loan Undrawn Fee;
(4) to the payment of the Class A Loan Interest Collection Account or Distribution Amount plus any Class A Loan Defaulted Interest Amount and the applicable Permitted Non-USD Currency accrued and unpaid Minimum Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof Partial Prepayment Amount;
(5) during the existence and continuance of a Defaulted Mortgage Asset Repurchase Period on account of a Defaulted Mortgage Asset in accordance with the written direction of the Portfolio Manager. Section 12.1(a)(i) hereof, any remaining Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Nonafter application of sub-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or clauses
(other than in the case of any Permitted Non-USD Interest Collection Account1) invested through (and reinvested4) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered above to the Collateral Agent for deposit into the Payment Account, which amounts shall be held therein until the earlier of (x) the immediately next Payment Date, in Cash Equivalents denominated which case such remaining Interest Proceeds shall be disbursed in accordance with Section 11.1(a)(i) or (iii), as applicable, on such next Payment Date or (y) to the applicable Currency selected by the Portfolio Manager (unless an extent no Event of Default, other Defaulted Mortgage Asset Repurchase Period or Defaulted Mortgage Asset Default Period has occurred and is continuing continuing, on the date that the Holder of the Class B Notes has repurchased the related Defaulted Mortgage Asset in accordance with Section 12.1(a)(i) hereof or the related Mortgage Asset is no longer a Market Value Event has occurredDefaulted Mortgage Asset (each such date, a “Defaulted Mortgage Asset Cure Date”), in which case, selected by the Administrative Agent). case such remaining Interest Proceeds on deposit in the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn disbursed in accordance with sub-clause (6) (if applicable) and sub-clause (7) below within one (1) Business Day following receipt by a Bank Officer of the Collateral Agent of written notice of such Defaulted Mortgage Asset Cure Date;
(at the written direction 6) if, as of the Company Determination Date relating to such Payment Date (after giving effect to the application of any Principal Proceeds on such Payment Date), the Interest Coverage Test is not satisfied, to the payment of the principal on the Class A Loan to the extent necessary to cause the Interest Coverage Test to be satisfied or, following if sooner, until the occurrence and during Class A Loan has been paid in full;
(7) any remaining Interest Proceeds to the continuance Holder of an Event the Class B Notes (which payment shall not reduce the Aggregate Outstanding Amounts of Default or following the occurrence of a Market Value Event, the Administrative Agentsuch Notes)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement.
Appears in 2 contracts
Samples: Indenture and Credit Agreement (Terra Secured Income Fund 5, LLC), Indenture and Credit Agreement (Terra Property Trust, Inc.)
Interest Proceeds. (a) The Company shall notify the obligor with respect to each Portfolio Investment to remit cause all amounts that constitute Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit to the Interest Collection AccountAccount all Interest Proceeds received by it immediately upon receipt thereof; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent .
(b) All Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company Administrative Agent in U.S. Dollar-denominated (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Permitted Non-USD Currency, in the case of Permitted Non-USD Currency Accounts) high-grade investments selected by the Portfolio Manager Company (unless an Event of Default has occurred and is continuing or a Market Value Event Cure Failure has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”), which may include investments with respect to which the Collateral Agent or its Affiliate provides services and receives compensation. Eligible Investments shall mature no later than the next succeeding Payment Date.
(c) Interest Proceeds on deposit in the Interest Collection Account and the or a Permitted Non-USD Currency Interest Collection Accounts shall Account may be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and be applied (i) to make payments in accordance with this Agreement the Priority of Payments; provided that, notwithstanding the foregoing or (ii) anything to make Permitted Distributions or Permitted RIC Distributions the contrary in accordance with this Agreement, following the occurrence of a Market Value Cure Failure, Interest Proceeds on deposit in the Interest Collection Account or a Permitted Non-USD Currency Account may be withdrawn by the Collateral Agent at the written direction and in the sole discretion of the Administrative Agent and be applied to repay the Advances and/or to pay accrued but unpaid interest on the Advances to the Administrative Agent for ratable distribution to the Lenders or to any other Secured Obligations.
Appears in 2 contracts
Samples: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.), Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)
Interest Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted nonNon-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any the Permitted Non-USD Interest Collection AccountAccount in respect of AUD and Euros) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. Interest Proceeds on deposit in the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Carlyle Credit Solutions, Inc.), Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
Interest Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Interest Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. Interest Proceeds shall be retained in the Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. Eligible Investments shall mature no later than the end of the then-current Calculation Period. Interest Proceeds on deposit in the Interest Collection Account and the or a Permitted Non-USD Currency Interest Collection Accounts Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Interest Proceeds. The Company shall notify the obligor Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account or the Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account all Interest Proceeds received by it promptly (and, in any case, within one (1) Business Day) upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited deposit in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be converted to U.S. Dollars by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) no later than two (2) Business Days prior to each Interest Payment Date, each Additional Distribution Date and the Maturity Date and deposited into the Interest Collection Account for application as described above at the written direction of the Company or the Portfolio Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent). Interest Proceeds shall be retained in the Interest Collection Account (or the applicable any Permitted Non-USD Currency Interest Collection Account Account, as applicable) and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency currency of such account selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Interest Proceeds in the Interest Collection Account shall remain uninvested. Interest Proceeds in any Permitted Non-USD Currency Interest Collection Account shall remain uninvested. Interest Proceeds on deposit in the Interest Collection Account and the (or any Permitted Non-USD Currency Interest Collection Accounts Account, as applicable) shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Manulife Private Credit Fund)
Interest Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the USD Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the USD Interest Collection Account or the applicable Permitted nonNon-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the USD Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the USD Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. Interest Proceeds deposited into shall be retained in the USD Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account Account, as applicable, and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency with a rate of return that is not less than zero selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. In the absence of any such direction amounts held in such accounts will remain uninvested. Interest Proceeds on deposit in the USD Interest Collection Account and the each Permitted Non-USD Currency Interest Collection Accounts Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) and applied to make payments in accordance with this - 66 - Agreement or to make Permitted Distributions or Permitted RIC Distributions as permitted by this Agreement. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, have been deposited in error or do not otherwise constitute Interest Proceeds (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default or following Default, at the occurrence direction of a Market Value Event, the Administrative Agent)) on the next succeeding Business Day and applied (i) remitted to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreementat the direction of the Company.
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Interest Proceeds. (a) The Company shall notify the obligor with respect to each Portfolio Investment to remit cause all amounts that constitute Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit to the Interest Collection AccountAccount all Interest Proceeds received by it immediately upon receipt thereof; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent .
(b) All Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company Administrative Agent in U.S. Dollar-denominated (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Permitted Non-USD Currency, in the case of Permitted Non-USD Currency Accounts) high-grade investments selected by the Portfolio Manager Company (unless an Event of Default has occurred and is continuing or a Market Value Event Cure Failure has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"), which may include investments with respect to which the Collateral Agent or its Affiliate provides services and receives compensation. Eligible Investments shall mature no later than the next succeeding Payment Date.
(c) Interest Proceeds on deposit in the Interest Collection Account and the or a Permitted Non-USD Currency Interest Collection Accounts shall Account may be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and be applied (i) to make payments in accordance with this Agreement the Priority of Payments; provided that, notwithstanding the foregoing or (ii) anything to make Permitted Distributions or Permitted RIC Distributions the contrary in accordance with this Agreement, following the occurrence of a Market Value Cure Failure, Interest Proceeds on deposit in the Interest Collection Account or a Permitted Non-USD Currency Account may be withdrawn by the Collateral Agent at the written direction and in the sole discretion of the Administrative Agent and be applied to repay the Advances and/or to pay accrued but unpaid interest on the Advances to the Administrative Agent for ratable distribution to the Lenders or to any other Secured Obligations.
Appears in 1 contract
Samples: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)
Interest Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received by the Company other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly immediately upon receipt thereof thereof. As used herein, “Interest Proceeds” means all payments of interest received by the Company in accordance with the written direction respect of the Portfolio Manager. Investments and Eligible Investments (in each case other than accrued interest purchased by the Company using Principal Proceeds, but including proceeds received from the sale of interest accrued after the date on which the Company acquired the related Portfolio Investment), all other payments on the Eligible Investments and all payments of fees and other similar amounts received by the Company or deposited into any of the Accounts (including commitment fees, facility fees, late payment fees, amendment fees, waiver fees, prepayment fees and premiums, customary syndication or other up-front fees and customary administrative agency or similar fees); provided, however, that for the avoidance of doubt, Interest Proceeds deposited into shall not include amounts or Eligible Investments in the Interest Collection MV Cure Account or the applicable Permitted Non-USD Currency any proceeds therefrom. All Interest Collection Account Proceeds shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents dollar-denominated in the applicable Currency high-grade investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”). Eligible Investments shall mature no later than the end of the next succeeding Calculation Period. Interest Proceeds on deposit in the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Event, the Administrative Agent)) and remitted to the Company to be applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or and Permitted RIC Tax Distributions permitted by Article VI, in accordance each case with this Agreementprior notice to the Administrative Agent.
Appears in 1 contract
Samples: Loan Agreement (Sierra Income Corp)
Interest Proceeds. The Company shall notify (or shall cause the Permitted Subsidiary to notify) the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated Account (or, in a Permitted Non-USD Currency shall be deposited into the case of Subsidiary Assets, the applicable Permitted Non-USD Currency Interest Collection Pledged Account). To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash dollar-denominated high-grade investmentsCash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Tax Distributions in accordance with this AgreementAgreement with two (2) Business Days prior notice to the Administrative Agent.
Appears in 1 contract
Interest Proceeds. 52 -
(a) The Company shall notify the obligor with respect to each Portfolio Investment to remit cause all amounts that constitute Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection AccountAccount all Interest Proceeds received by it immediately upon receipt thereof; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the an applicable Permitted nonNon-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Company or the Servicer on behalf of the Company.
(b) Subject to the last sentence in Section 4.04(b), Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account, the Euro Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account, the AUD Interest Collection Account, the NZD Interest Collection Account, the CHF Interest Collection Account, the DKK Interest Collection Account, the NOK Interest Collection Account or the applicable Permitted Non-USD Currency SEK Interest Collection Account Account, as applicable, and held in cash and/or (other than and/or, in the case of any Permitted Non-USD the Interest Collection Account) , invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in USD dollar denominated Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event Cure Failure has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. In the absence of any such written direction from the Company (or the Servicer on its behalf) or the Administrative Agent, as applicable, Interest Proceeds shall remain uninvested. Funds in the Euro Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account, the AUD Interest Collection Account, the CHF Interest Collection Account, the DKK Interest Collection Account, the NOK Interest Collection Account, the NZD Interest Collection Account and the SEK Interest Collection Account shall remain uninvested.
(c) Interest Proceeds on deposit in the Interest Collection Account and the or a Permitted Non-USD Currency Interest Collection Accounts shall Account may be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and be applied (i) to make payments in accordance with this Agreement the Priority of Payments or (ii) to make a Permitted Distributions or Permitted RIC Distributions Distribution in accordance with Section 4.03(j); provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, following the occurrence of a Market Value Cure Failure, Interest Proceeds on deposit in the Interest Collection Account or a Permitted Non-USD Currency Interest Collection Account may be withdrawn by the Collateral Agent at the written direction and in the sole discretion of the Administrative Agent and be applied to repay the Advances and/or to pay accrued but unpaid interest on the Advances to the Lenders or to any other Secured Obligations.
(d) For purposes of this Section 4.01, references to the Interest Collection Account shall be deemed to mean the applicable Pledged Account in respect of any Permitted Subsidiary; provided that, following receipt, the Company shall cause the applicable Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Interest Collection Account (or the applicable Permitted Non-USD Interest Collection Account) as soon as reasonably practicable pursuant to the organizational documents of such Permitted Subsidiary, but not less frequently than quarterly.
Appears in 1 contract
Samples: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)
Interest Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Interest Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited deposit in the Interest Collection Account or the applicable Permitted Non-USD Currency Accounts shall be converted to U.S. dollars at the Spot Rate no later than two (2) Business Days prior to each Interest Payment Date, each Additional Payment Date and the Maturity Date and deposited into the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with for application as described above at the written direction of the Company or the Portfolio ManagerManager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent). Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in U.S. dollar denominated Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. Interest Proceeds on deposit in the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Tax Distributions in accordance with this Agreement. The Portfolio Manager shall notify the Administrative Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts in the Collection Account have been deposited in error or do not otherwise constitute Interest Proceeds, whereupon such amounts on deposit in the Collection Account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.
Appears in 1 contract
Samples: Loan and Security Agreement (Corporate Capital Trust, Inc.)
Interest Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds #90948295v3 received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Interest Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. Interest Proceeds shall be retained in the Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. Eligible Investments shall mature no later than the end of the then-current Calculation Period. Interest Proceeds on deposit in the Interest Collection Account and the or a Permitted Non-USD Currency Interest Collection Accounts Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Blackstone Secured Lending Fund)
Interest Proceeds. The Company shall notify (or shall cause the Permitted Subsidiary to notify) the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated Account (or, in a Permitted Non-USD Currency shall be deposited into the case of Subsidiary Assets, the applicable Permitted Non-USD Currency Interest Collection Pledged Account). To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in dollar-denominated Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Tax Distributions in accordance with this AgreementAgreement with two (2) Business Days prior notice to the Administrative Agent.
Appears in 1 contract
Interest Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. thereof; provided that Interest Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the Euro Interest Collection Account or the applicable Permitted Non-USD Currency GBP Interest Collection Account Account, as applicable. All Interest Proceeds shall be retained in the USD Interest Collection Account, the Euro Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD GBP Interest Collection Account) , as applicable, and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Investment Manager (unless or, if a Coverage Event has occurred or an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent)) in Eligible Investments. Eligible Investments shall mature no later than the end of the next succeeding Calculation Period. Interest Proceeds on deposit in the USD Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall may be withdrawn by the Collateral Agent (at the written direction of the Company or the Investment Manager on its behalf (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Coverage Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions Distributions, in each case, in accordance with this AgreementAgreement and with two (2) Business Days prior notice to the Administrative Agent. Interest Proceeds on deposit in the Euro Interest Collection Account or the GBP Interest Collection Account shall be converted to U.S. dollars at the Spot Rate one (1) Business Day after receipt of such Interest Proceeds and deposited into the USD Interest Collection Account for application as described above at the written direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent). The Investment Manager shall notify the Administrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in the USD Interest Collection Account, the Euro Interest Collection Account or the GBP Interest Collection Account have been deposited in error or do not otherwise constitute Interest Proceeds, whereupon such amounts on deposit in such Account may be withdrawn by the Collateral Agent or Collateral Trustee, as applicable (at the direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company or the Investment Manager on its behalf. Section 4.02.
Appears in 1 contract
Interest Proceeds. (a) The Company shall notify the obligor with respect to each Portfolio Investment to remit cause all amounts that constitute Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection AccountAccount all Interest Proceeds received by it immediately upon receipt thereof; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the an applicable Permitted nonNon-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Company or the Servicer on behalf of the Company.
(b) Subject to the last sentence in Section 4.04(b), Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or Account, the applicable Permitted Non-USD Currency Interest Euro Collection Account, the GBP Collection Account, the CAD Collection Account, the AUD Collection Account, the CHF Collection Account, the DKK Collection Account, the NOK Collection Account, the NZD Collection Account and the SEK Collection Account, as applicable, and held in cash and/or (other than and/or, in the case of any Permitted Non-USD the Interest Collection Account) , invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in USD dollar denominated Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event Cure Failure has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"); provided that as of the Effective Date, Eligible Investments means Blackrock T-Fund 00000X000 - TSTXX. Eligible Investments shall mature no later than the end of the then-current Calculation Period. In the absence of any such written direction from the Company (or the Servicer on its behalf) or the Administrative Agent, as applicable, Interest Proceeds shall remain uninvested. Funds in the Euro Collection Account, the GBP Collection Account, the CAD Collection Account, the AUD Collection Account, the CHF Collection Account, the DKK Collection Account, the NOK Collection Account, the NZD Collection Account and the SEK Collection Account, shall remain uninvested.
(c) Interest Proceeds on deposit in the Interest Collection Account and the or a Permitted Non-USD Currency Interest Collection Accounts shall Account may be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and be applied (i) to make payments in accordance with this Agreement the Priority of Payments or (ii) to make a Permitted Distributions or Permitted RIC Distributions Distribution in accordance with Section 4.03(j); provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, following the occurrence of a Market Value Cure Failure, Interest Proceeds on deposit in the Interest Collection Account or a Permitted Non-USD Currency Interest Collection Account may be withdrawn by the Collateral Agent at the written direction and in the sole discretion of the Administrative Agent and be applied to repay the Advances and/or to pay accrued but unpaid interest on the Advances to the Lenders or to any other Secured Obligations.
Appears in 1 contract
Samples: Loan and Security Agreement (Bain Capital Private Credit)
Interest Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Interest Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. Interest Proceeds shall be retained in the Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in dollar-denominated Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. Eligible Investments shall mature no later than the end of the then-current Calculation Period. Interest Proceeds on deposit in the Interest Collection Account and the or a Permitted Non-USD Currency Interest Collection Accounts Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in a Permitted Non-USD Currency CAD shall be deposited into the applicable Permitted Non-USD Currency CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted non-USD Currency Interest GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency Interest GBP Collection Account Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency Interest GBP Collection Account Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency Interest GBP Collection Account Account, as applicable, and held in cash and/or (other than and/or, in the case of any Permitted Non-USD Interest the Collection Account) , invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Interest Collection Account, the CAD Collection Account, the EUR Collection Account and or the Permitted Non-USD Currency Interest GBP Collection Accounts Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Tax Distributions in accordance with this AgreementAgreement with two (2) Business Days prior notice to the Administrative Agent.
Appears in 1 contract
Interest Proceeds. (a) The Company shall notify the obligor with respect to each Portfolio Investment to remit cause all amounts that constitute Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection AccountAccount all Interest Proceeds received by it immediately upon receipt thereof; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the an applicable Permitted nonNon-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Company or the Servicer on behalf of the Company.
(b) Subject to the last sentence in Section 4.04(b), Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or Account, the applicable Permitted Non-USD Currency Interest Euro Collection Account, the GBP Collection Account, the CAD Collection Account, the AUD Collection Account, the CHF Collection Account, the DKK Collection Account, the NOK Collection Account, the NZD Collection Account and the SEK Collection Account, as applicable, and held in cash and/or (other than and/or, in the case of any Permitted Non-USD the Interest Collection Account) , invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in USD dollar denominated Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event Cure Failure has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”); provided that as of the Effective Date, Eligible Investments means Blackrock T-Fund 00000X000 - TSTXX. Eligible Investments shall mature no later than the end of the then-current Calculation Period. In the absence of any such written direction from the Company (or the Servicer on its behalf) or the Administrative Agent, as applicable, Interest Proceeds shall remain uninvested. Funds in the Euro Collection Account, the GBP Collection Account, the CAD Collection Account, the AUD Collection Account, the CHF Collection Account, the DKK Collection Account, the NOK Collection Account, the NZD Collection Account and the SEK Collection Account, shall remain uninvested.
(c) Interest Proceeds on deposit in the Interest Collection Account and the or a Permitted Non-USD Currency Interest Collection Accounts shall Account may be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and be applied (i) to make payments in accordance with this Agreement the Priority of Payments or (ii) to make a Permitted Distributions or Permitted RIC Distributions Distribution in accordance with Section 4.03(j); provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, following the occurrence of a Market Value Cure Failure, Interest Proceeds on deposit in the Interest Collection Account or a Permitted Non-USD Currency Interest Collection Account may be withdrawn by the Collateral Agent at the written direction and in the sole discretion of the Administrative Agent and be applied to repay the Advances and/or to pay accrued but unpaid interest on the Advances to the Lenders or to any other Secured Obligations.
Appears in 1 contract
Samples: Loan and Security Agreement (Bain Capital Private Credit)
Interest Proceeds. The Company shall notify (or shall cause the Permitted Subsidiary to notify) the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated Account (or, in a Permitted Non-USD Currency shall be deposited into the case of Subsidiary Assets, the applicable Permitted Non-USD Currency Interest Collection Pledged Account). To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents dollar-denominated in the applicable Currency high-grade investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Tax Distributions in accordance with this AgreementAgreement with two (2) Business Days prior notice to the Administrative Agent.
Appears in 1 contract
Interest Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. thereof; provided that Interest Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the Euro Interest Collection Account or the applicable Permitted Non-USD Currency GBP Interest Collection Account Account, as applicable. All Interest Proceeds shall be retained in the USD Interest Collection Account, the Euro Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD GBP Interest Collection Account) , as applicable, and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Investment Manager (unless or, if a Coverage Event has occurred or an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent)) in Eligible Investments. Eligible Investments shall mature no later than the end of the next succeeding Calculation Period. Interest Proceeds on deposit in the USD Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall may be withdrawn by the Collateral Agent (at the written direction of the Company or the Investment Manager on its behalf (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Coverage Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions Distributions, in each case, in accordance with this AgreementAgreement and with two (2) Business Days prior notice to the Administrative Agent. Interest Proceeds on deposit in the Euro Interest Collection Account or the GBP Interest Collection Account shall be converted to U.S. dollars at the Spot Rate one (1) Business Day after receipt of such Interest Proceeds and deposited into the USD Interest Collection Account for application as described above at the written direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent). The Investment Manager shall notify the Administrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in the USD Interest Collection Account, the Euro Interest Collection Account or the GBP Interest Collection Account have been deposited in error or do not otherwise constitute Interest Proceeds, whereupon such amounts on deposit in such Account may be withdrawn by the Collateral Agent or Collateral Trustee, as applicable (at the direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company or the Investment Manager on its behalf.
Appears in 1 contract
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in a Permitted Non-USD Currency CAD shall be deposited into the applicable Permitted Non-USD Currency CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted non-USD Currency Interest GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency Interest GBP Collection Account Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency Interest GBP Collection Account Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency Interest GBP Collection Account Account, as applicable, and held in cash and/or (other than and/or, in the case of any Permitted Non-USD Interest the Collection Account) , invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Interest Proceeds on deposit in Company shall notify the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn by Administrative Agent, the Collateral Agent and the Collateral Administrator by electronic mail of an executed document (at attached as a .pdf or similar file) of any prepayment pursuant to Section 4.03(c)(i)(A) or Section 4.03(c)(i)(C) not later than 2:00 p.m., New York City time, two (2) Business Days before the written direction date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of the Company (orAdvances to be prepaid. Promptly following receipt of any such notice, following the occurrence and during Administrative Agent shall advise the continuance Lenders of an Event of Default or following the occurrence of contents thereof. Except in connection with a Market Value EventCure or to cure a Default described in Article VII(n), the Administrative Agent)) each partial prepayment of outstanding Advances shall be in an amount not less than U.S.$2,000,000. Prepayments shall be accompanied by accrued and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement.unpaid interest.
Appears in 1 contract
Samples: Fifth Amended and Restated Loan Agreement (WhiteHorse Finance, Inc.)
Interest Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received by the Company other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly immediately upon receipt thereof thereof. As used herein, “Interest Proceeds” means all payments of interest received in accordance with the written direction respect of the Portfolio Manager. Investments and Eligible Investments acquired with the proceeds of Portfolio Investments (in each case other than accrued interest purchased using Principal Proceeds, but including proceeds received from the sale of interest accrued after the date on which the Company acquired the related Portfolio Investment), all other payments on the Eligible Investments acquired with the proceeds of Portfolio Investments (for the avoidance of doubt, such other payments shall not include principal payments (including, without limitation, prepayments, repayments or sale proceeds) with respect to Eligible Investments acquired with Principal Proceeds) and all payments of fees, dividends and other similar amounts received in respect of the Portfolio Investments or deposited into any of the Accounts (including closing fees, commitment fees, facility fees, late payment fees, amendment fees, waiver fees, prepayment fees and premiums, ticking fees, delayed compensation, customary syndication or other up-front fees and customary administrative agency or similar fees); provided, however, that for the avoidance of doubt, Interest Proceeds deposited into shall not include amounts or Eligible Investments in the Interest Collection MV Cure Account or the applicable Permitted Non-USD Currency any proceeds therefrom. All Interest Collection Account Proceeds shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in dollar-denominated Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”). Eligible Investments shall mature no later than the end of the next succeeding Calculation Period. Interest Proceeds on deposit in the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Event, the Administrative Agent)) and remitted to the Company to be applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or and Permitted RIC Tax Distributions permitted by Article VI, in accordance each case with this Agreement.prior notice to the Administrative Agent. As used herein:
Appears in 1 contract
Samples: Loan Agreement (Sierra Income Corp)
Interest Proceeds. The Company shall notify the obligor Portfolio Investment Obligor with respect to each Portfolio Investment (or the relevant agent under the applicable Underlying Definitive Documents) to remit all amounts that constitute Interest Proceeds to the Collection Account or the applicable Permitted Non- USD Currency Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Interest Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited deposit in the Interest Collection Account or the applicable Permitted Non-USD Currency Accounts shall be converted to U.S. Dollars at the Spot Rate no later than two (2) Business Days prior to each Interest Payment Date, each Additional Distribution Date and the Maturity Date, as applicable, and deposited into the Collection Account for application as described above at the written direction of the Company or remitted the Portfolio Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent). The Securities Intermediary shall have no liability for any losses including in or resulting from the rates obtained in any such exchange transaction in the absence of its own gross negligence or willful misconduct, as determined by a final nonappealable judgment of a court of competent jurisdiction. For the avoidance of doubt, the Securities Intermediary, in connection with any foreign exchange, shall be entitled to all of its rights, protections, immunities and indemnities provided under this Agreement. Interest Proceeds shall be retained in the Collateral Agent, and the Collateral Agent shall credit Collection Account (or cause to be credited) to the Interest Collection Account or the applicable any Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account Account, as applicable) and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in cash or Cash Equivalents denominated in the applicable Currency currency of such account selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”). In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, in accordance with this paragraph, Interest Proceeds shall remain uninvested. Interest Proceeds on deposit in the Interest Collection Account and the (or any Permitted Non-USD Currency Interest Collection Accounts Account, as applicable) shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Portfolio Manager on its behalf (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with the Priority of Payments or as otherwise permitted under this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Interest Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Interest Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. Interest Proceeds shall be retained in the Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. Eligible Investments shall mature no later than the end of the then-current Calculation Period. Interest Proceeds on deposit in the Interest Collection Account and the or a Permitted Non-USD Currency Interest Collection Accounts Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Blackstone Secured Lending Fund)
Interest Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Interest Proceeds to the Interest Collection Account; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received by the Company other than by deposit into the Interest Collection Account or the applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly immediately upon receipt thereof thereof. As used herein, “Interest Proceeds” means all amounts withdrawn from the Interest Reserve Account, all payments of interest received by the Company in accordance with the written direction respect of the Portfolio Manager. Investments and Eligible Investments (in each case other than accrued interest purchased by the Company, but including proceeds received from the sale of interest accrued after the date on which the Company acquired the related Portfolio Investment), all other payments on the Eligible Investments and all payments of fees and other similar amounts received by the Company or deposited into any of the Accounts (including commitment fees, facility fees, late payment fees, prepayment premiums, amendment fees and waiver fees, but excluding syndication or other up-front fees and administrative agency or similar fees); provided, however, that for the avoidance of doubt, Interest Proceeds deposited into shall not include amounts or Eligible Investments in the Interest Collection Coverage Event Cure Account or the applicable Permitted Non-USD Currency any proceeds therefrom. All Interest Collection Account Proceeds shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account and held in cash and/or (other than in the case of any Permitted Non-USD Interest Collection Account) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Administrative Agent in Cash Equivalents dollar-denominated in the applicable Currency high-grade investments selected by the Portfolio Manager Company (unless an Event of Default has occurred and is continuing or a Market Value Coverage Event has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”). Eligible Investments shall mature no later than the end of the next succeeding Calculation Period. Interest Proceeds on deposit in the Interest Collection Account and the Permitted Non-USD Currency Interest Collection Accounts shall be withdrawn by the Collateral Agent (i) to be applied pursuant to the applicable Priority of Payments and (ii) at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Coverage Event, the Administrative Agent)) , to be remitted to the Company to be applied to pay accrued and applied (i) to make payments unpaid interest in respect of any repaid or prepaid portion of the Advance made in accordance with this Agreement (or, upon the occurrence of a Coverage Event or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreementthe occurrence and continuance of an Event of Default, as directed by the Administrative Agent).
Appears in 1 contract
