Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (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)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative Agent, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 2 contracts
Samples: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)
Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (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)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative Agent, or (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement Agreement, in each case with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 2 contracts
Samples: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)
Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP CAD Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP CAD Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP CAD Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP CAD Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal Proceeds received in any Permitted Non-USD Currency CAD 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Account Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP CAD Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (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)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative Agent, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP CAD Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP CAD Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 2 contracts
Samples: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)
Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (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)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative Agent, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 2 contracts
Samples: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)
Principal 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 Principal Proceeds to the Principal Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD a Permitted Non-USD Currency shall be deposited into the CAD Collection Account, (ii) applicable Permitted Non-USD Currency Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, as applicable, Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, as applicable, Account all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, as applicable, Account and held in cash and/or, and/or (other than in the case of the Permitted Non-USD Principal Collection Account, Account in respect of Euros) invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP an applicable Permitted Non-USD Currency Principal Collection Account, as applicable, Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice or to be deposited into the Administrative Agent Unfunded Exposure Account or the applicable Permitted Non-USD Currency Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement Agreement, in each case with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 2 contracts
Samples: Loan and Security Agreement (TCG BDC II, Inc.), Loan and Security Agreement (TCG BDC II, Inc.)
Principal Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Principal Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. All Principal Proceeds shall be retained held in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP applicable Non-USD Collection Account, as applicable, Account and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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). All investment income ; provided that, prior to the date (if any) on such Eligible Investments shall constitute Interest Proceeds. For which the avoidance of doubtNon-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, (i) Principal Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in into the CAD applicable Non-USD 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 . All investment income on such Eligible Investments shall remain uninvested. Not later than the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Accountconstitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Account or a Non-USD Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement Agreement, in each case, to the extent not otherwise required under this Agreement, with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.. #90948295v3
Appears in 1 contract
Samples: Loan and Security Agreement (Blackstone Secured Lending Fund)
Principal Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received by the Company other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance thereof. As used herein, “Principal Proceeds” means all amounts received by the Company with the written direction of respect to the Portfolio ManagerInvestments (other than proceeds from a Permitted Affiliate Sale) or any other Collateral, and all amounts otherwise on deposit in the Accounts (including cash contributed by the Company), in each case other than Interest Proceeds or amounts on deposit in the Interest Reserve Account. In respect of any Portfolio Investment that is Convertible Notes, (a) any cash received upon conversion of such Convertible Notes shall be deemed to be Principal Proceeds and (b) any shares of Common Stock received upon conversion of such Convertible Notes shall not be Principal Proceeds (but any sale of such Common Stock shall be Principal Proceeds). The Company shall cause all shares of Common Stock received upon conversion of Convertible Notes to be deposited to the Custodial Account. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Coverage Event, the Administrative Agent)) and , to be remitted to the Company to be applied (ix) to make payments prepayments of the Advance in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iiiy) to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 of a Coverage Event or the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value EventDefault, as directed by the Administrative Agent)) on the next succeeding Business Day and remitted to the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Principal Proceeds. 41- 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof thereof; provided that Principal Proceeds denominated in accordance with Permitted Non-USD Currencies shall be deposited into the written direction of Euro Principal Collection Account or the Portfolio ManagerGBP Principal Collection Account, as applicable. All Principal Proceeds shall be retained in the USD Principal Collection Account, the CAD Collection Account, the EUR Euro Principal Collection Account or the GBP Principal Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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 overnight Eligible Investments. All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection Account, as applicable, shall may be withdrawn by the Collateral Agent (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 Market Value Coverage Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative Agentpayments, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions Distributions, in each case, in accordance with this Agreement with and with, in the case of clauses (i) and (iii), two (2) Business Days prior notice to the Administrative Agent. The Portfolio Manager shall notify , and in the case of clause (ii), with one (1) Business Day prior notice to the Administrative Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts Agent. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Euro Principal Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, may shall be withdrawn by the Collateral Agent (converted to U.S. dollars at the Spot Rate one (1) Business Day after receipt of such Principal Proceeds and deposited into the USD Principal Collection Account for application as described above at the written direction of the Company and with written confirmation from or the Administrative Agent Investment 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 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 any such Account have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein or at the written direction of the Administrative AgentCompany or the Investment Manager on its behalf.
Appears in 1 contract
Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof thereof; provided that Principal Proceeds denominated in accordance with Permitted Non-USD Currencies shall be deposited into the written direction of Euro Principal Collection Account, the Portfolio ManagerGBP Principal Collection Account or a Permitted CAD Account, as applicable. All Principal Proceeds shall be retained in the USD Principal Collection Account, the CAD Euro Principal Collection Account, the EUR GBP Principal Collection Account or the GBP Collection designated Permitted CAD Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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 overnight Eligible Investments. All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection Account, as applicable, shall may be withdrawn by the Collateral Agent (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 Market Value Coverage Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative Agentpayments, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions Distributions, in each case, in accordance with this Agreement with and with, in the case of clauses (i) and (iii), two (2) Business Days prior notice to the Administrative Agent. The Portfolio Manager shall notify , and in the case of clause (ii), with one (1) Business Day prior notice to the Administrative Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts Agent. Principal Proceeds on deposit in the Euro Principal Collection Account, the CAD Collection Account, the EUR GBP Principal Collection Account or the GBP Collection Account, as applicable, have been designated Permitted CAD Account shall be exchanged for U.S. dollars at the Spot Rate one (1) Business Day after receipt of such Principal Proceeds and deposited in error or do not otherwise constitute into the USD Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, for application as applicable, may be withdrawn by the Collateral Agent (described above at the written direction of the Company and with written confirmation from or the Administrative Agent Investment 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 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 any such Account or Permitted CAD Account have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein or at the written direction of the Administrative AgentCompany or the Investment Manager on its behalf.
Appears in 1 contract
Principal Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Principal Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. All Principal Proceeds shall be retained held in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP applicable Non-USD Collection Account, as applicable, Account and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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). All investment income ; provided that, prior to the date (if any) on such Eligible Investments shall constitute Interest Proceeds. For which the avoidance of doubtNon-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, (i) Principal Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in into the CAD applicable Non-USD 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 . All investment income on such Eligible Investments shall remain uninvested. Not later than the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Accountconstitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Account or a Non-USD Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement Agreement, in each case, to the extent not otherwise required under this Agreement, with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (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)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative Agent, or (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement Agreement, in each case with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Principal Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) or a Permitted Non-USD Currency Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Accountas applicable. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Principal Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately 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 Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Principal Collection Account. Principal Proceeds on deposit in the Permitted Non-USD Currency Principal 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 Principal 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). All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account (or the GBP any Permitted Non-USD Currency Principal Collection Account, as applicable, ) and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments denominated in the applicable 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For In the avoidance absence of doubtany such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, (i) as applicable, Principal Proceeds received in the Principal Collection Account shall remain uninvested. Principal Proceeds 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 Principal Collection Account shall remain uninvested. Not later than the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account (or the GBP any Permitted Non-USD Currency Principal Collection Account, as applicable, ) shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, (iii) to be deposited into the Unfunded Exposure Account in accordance with this Agreement with prior written notice to the Administrative Agent or (iiiiv) to make Permitted Distributions or Permitted RIC Distributions in accordance with, and subject to the conditions in, this Agreement, in each case with this Agreement with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Manulife Private Credit Fund)
Principal Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement Agreement, in each case, to the extent not otherwise required under this Agreement, with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof thereof; provided that Principal Proceeds denominated in accordance with Permitted Non-USD Currencies shall be deposited into the written direction of Euro Principal Collection Account or the Portfolio ManagerGBP Principal Collection Account, as applicable. All Principal Proceeds shall be retained in the USD Principal Collection Account, the CAD Collection Account, the EUR Euro Principal Collection Account or the GBP Principal Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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 overnight Eligible Investments. All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection Account, as applicable, shall may be withdrawn by the Collateral Agent (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 Market Value Coverage Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative Agentpayments, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions Distributions, in each case, in accordance with this Agreement with and with, in the case of clauses (i) and (iii), two (2) Business Days prior notice to the Administrative Agent. The Portfolio Manager shall notify , and in the case of clause (ii), with one (1) Business Day prior notice to the Administrative Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts Agent. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Euro Principal Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, may shall be withdrawn by the Collateral Agent (converted to U.S. dollars at the Spot Rate one (1) Business Day after receipt of such Principal Proceeds and deposited into the USD Principal Collection Account for application as described above at the written direction of the Company and with written confirmation from or the Administrative Agent Investment 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 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 any such Account have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein or at the written direction of the Administrative AgentCompany or the Investment Manager on its behalf.
Appears in 1 contract
Principal 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 Principal Proceeds to the Principal Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD a Permitted Non-USD Currency shall be deposited into the CAD Collection Account, (ii) applicable Permitted Non-USD Currency Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, as applicable, Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, as applicable, Account all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, as applicable, Account and held in cash and/or, and/or (other than in the case of the Permitted Non-USD Principal Collection Account, Account in respect of AUD and Euros) invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP an applicable Permitted Non-USD Currency Principal Collection Account, as applicable, Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice or to be deposited into the Administrative Agent Unfunded Exposure Account or the applicable Permitted Non-USD Currency Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement Agreement, in each case with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
Principal Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Principal Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. All Principal Proceeds shall be retained in theheld in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP applicable Non-USD Collection Account, as applicable, Account and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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). All investment income ; provided that, prior to the date (if any) on such Eligible Investments shall constitute Interest Proceeds. For which the avoidance of doubtNon-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, (i) Principal Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in into the CAD applicable Non-USD 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 . All investment income on such Eligible Investments shall remain uninvested. Not later than the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Accountconstitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Account or a Non-USD Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement Agreement, in each case, to the extent not otherwise required under this Agreement, with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (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)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative Agent, or (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement Agreement, in each case with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Principal Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice or to be deposited into the Administrative Agent Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement Agreement, in each case with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Principal Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Principal Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. All Principal Proceeds shall be retained held in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP applicable Non-USD Collection Account, as applicable, Account and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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). All investment income ; provided that, prior to the date (if any) on such Eligible Investments shall constitute Interest Proceeds. For which the avoidance of doubtNon-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, (i) Principal Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in into the CAD applicable Non-USD 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 . All investment income on such Eligible Investments shall remain uninvested. Not later than the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Accountconstitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Account or a Non-USD Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement Agreement, in each case, to the extent not otherwise required under this Agreement, with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Blackstone Secured Lending Fund)
Principal Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection or a Permitted Non-USD Currency Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Accountas applicable. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. Principal Proceeds on deposit in the 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 and deposited into the 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). All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account (or the GBP Collection any Permitted Non- USD Currency Account, as applicable, ) and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments denominated in the applicable 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account (or the GBP Collection any Permitted Non-USD Currency Account, as applicable, ) shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or Agreement, (iii) to be deposited into the Unfunded Exposure Account in accordance with this Agreement or (iv) only during the Reinvestment Period, to make Permitted Distributions in accordance with the Priority of Payments or as otherwise permitted under this Agreement Agreement, in each case with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Principal 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 Principal Proceeds to the Principal Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD a Permitted Non-USD Currency shall be deposited into the CAD Collection Account, (ii) applicable Permitted Non-USD Currency Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, as applicable, Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, as applicable, - 40 - Account all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account, as applicable, Account and held in cash and/or, and/or (other than in the case of the Permitted Non-USD Principal Collection Account, Account in respect of Euros) invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP an applicable Permitted Non-USD Currency Principal Collection Account, as applicable, Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice or to be deposited into the Administrative Agent Unfunded Exposure Account or the applicable Permitted Non-USD Currency Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement Agreement, in each case with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
Principal Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the USD Principal Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD a Permitted Non-USD Currency shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection applicable Permitted Non-USD Currency Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, all Principal Proceeds received by it immediately promptly upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For In the avoidance absence of doubtany such direction, (i) Principal 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 such accounts will remain uninvested. Not later than the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR USD Principal Collection Account or and the GBP Collection Account, as applicable, Permitted Non-USD Currency Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, upon following the occurrence and during the continuance continuation of an Event of Default or upon the occurrence of a Market Value EventDefault, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice or (in the case of the USD Principal Collection Account) to be deposited into the Administrative Agent Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions as permitted by this Agreement, in accordance each case with this Agreement with two (2) Business Days prior notice to the Administrative Agent. The Portfolio Manager Servicer shall notify the Administrative Agent and the Collateral Agent if the Portfolio Manager Servicer reasonably determines in good faith that any amounts in the USD Principal Collection Account, the GBP Principal Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Euro Principal Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal ProceedsProceeds (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 the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, may such account shall 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 Default, at the occurrence direction of a Market Value Event, the - 67 - Administrative Agent)) on the next succeeding Business Day and remitted to the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein or at the written direction of the Administrative AgentCompany.
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (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)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative Agent, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Principal Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio ManagerManager . All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) to make Permitted Distributions and/or Permitted Tax Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement Agreement, in each case with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Portman Ridge Finance Corp)
Principal Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable Underlying Documents) with respect to each Portfolio Investment Fund Asset owned by the Company to remit all amounts that constitute Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) the GBP Principal Proceeds denominated in EUR shall be deposited into Collection Account, the EUR CAD Principal Collection Account and (i) or the Euro Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account, as applicable. To the extent Principal Proceeds are received other than by deposit into the Principal Collection Account, the GBP Principal Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Euro Principal Collection Account, as applicable, the Company shall cause all Principal Proceeds received on the Portfolio Investments Fund Assets owned by the Company to be deposited in the Principal Collection Account, the GBP Principal Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Euro Principal Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Principal Collection Account, the GBP Principal Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Euro Principal Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. All Principal Proceeds shall be retained in the Principal Collection Account, the GBP Principal Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Euro Principal Collection Account, as applicable, and be held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent Company (or the Manager on its behalf) in overnight Eligible Investments selected by the Portfolio Manager (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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For If, prior to the avoidance occurrence of doubtan Event of Default, the Company (ior the Manager on its behalf) shall not have given any such investment directions, the Collateral Agent shall within five Business Days after transfer of such funds to the Principal Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR GBP Principal Collection Account, the CAD Principal Collection Account or the GBP Euro Principal Collection Account, as applicable, invest and (ii) amounts reinvest the funds held in the CAD Collection such Collateral Account, as fully as practicable in the EUR Collection Account Standby Directed Investment. After the occurrence and during the GBP Collection Account continuance of an Event of Default, if the Administrative Agent shall not have given any such investment directions such funds shall remain uninvested. Not later than the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Principal Collection Account, the GBP Principal Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Euro Principal Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Manager on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value EventDefault, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments Fund Assets purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement. The Portfolio Manager shall notify the Company, Administrative Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts in the Principal Collection Account, the GBP Principal Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Euro Principal Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal ProceedsProceeds (which notice shall include a certificate of an officer of the Manager setting forth the basis for such determination), whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 upon Default, at the occurrence direction of a Market Value Event, the Administrative Agent)) on the next succeeding Business Day and remitted to the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein or at the written direction of the Administrative AgentCompany.
Appears in 1 contract
Samples: Credit and Security Agreement (FS Global Credit Opportunities Fund)
Principal Proceeds. (a) 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof thereof; provided that Principal Proceeds denominated in accordance with a Permitted Non-USD Currency shall be deposited into the written direction of the Portfolio Manager. applicable Permitted Non-USD Currency Account.
(b) All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection Account, as applicable, a Permitted Non-USD Currency Account and held in cash and/or, in the case of the Collection Account, invested at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal Proceeds received in any Permitted Non-USD Currency Eligible Investments 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 mature no later than the fifth next succeeding Payment Date.
(c) On any Business Day following receiptDay, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection a Permitted Non-USD Currency Account, as applicable, shall may be withdrawn by the Collateral Agent (unless otherwise specified herein, at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentPriority of Payments, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent Section 2.03(c) or (e), (iii) to prepay Advances pursuant to Section 4.03(c), (iv) to apply the proceeds of any Portfolio Investment Repayment Event (x) during the Reinvestment Period, to repay Advances in an amount not less than $11,184,250 and thereafter to make Permitted Distributions Distribution (or as otherwise directed by the Company with the balance of such proceeds, subject to clauses (i) through (iv) of the proviso in the definition of the term Permitted Distribution) or (y) after the Reinvestment Period, to make a Ratable Distribution and (v) to make a Permitted Intraperiod Payment in accordance with this Agreement with two (2) Business Days prior notice Section 4.03(j); provided that, notwithstanding any of the foregoing or anything to the Administrative Agent. The Portfolio Manager shall notify contrary in this Agreement, following the Administrative Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts in the Collection Accountoccurrence of a Market Value Cure Failure, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection a Permitted Non-USD Currency Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction and in the sole discretion of the Administrative AgentAgent 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.)
Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. Principal Proceeds on deposit in the 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 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). All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested at the written direction of the Administrative Agent in overnight Eligible 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement Agreement, in each case with prior written notice to the Administrative Agent or (iii) Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein or at the written direction of the Administrative AgentCompany.
Appears in 1 contract
Samples: Loan and Security Agreement (Corporate Capital Trust, Inc.)
Principal 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection or a Permitted Non-USD Currency Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Accountas applicable. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Servicer; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. Other than amounts allocated to purchase a Permitted Non-USD Currency Portfolio ManagerInvestment following the satisfaction of the conditions precedent set forth in Section 1.03 (and only for the fifteen (15) Business Day period set forth therein), Principal Proceeds on deposit in the Permitted Non-USD Currency Accounts shall be (a) converted to the U.S. Dollars at the Spot Rate no later than (x) two (2) Business Days prior to (i) each Interest Payment Date, if the unfunded portion of the applicable Delayed Funding Term Loan or Revolving Loan has been fully funded and (ii) the Scheduled Termination Date, (y) the Maturity Date, if the Maturity Date occurs prior to the Scheduled Termination Date and (z) each Additional Distribution Date and (b) deposited into the Collection Account for application as described above at the written direction of the Company or the Servicer on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Collateral Value Event, the Administrative Agent). All Principal Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account (or the GBP Collection any Permitted Non-USD Currency Account, as applicable, ) and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Collateral Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds. For the avoidance of doubt, (i) Principal 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 the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account (or the GBP Collection any Permitted Non-USD Currency Account, as applicable, ) shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Collateral Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative AgentAgreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or Agreement, (iii) to be deposited into the Unfunded Exposure Account or (iv) during the Reinvestment Period to make Permitted Distributions in accordance with this Agreement or (v) to make Permitted RIC Distributions in accordance with two (2) Business Days this Agreement, in each case with prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Collateral Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (SCP Private Credit Income BDC LLC)
Principal Proceeds. (a) 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 Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Principal Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (i) Principal Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR Principal Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Principal Collection Account all Principal Proceeds received by it immediately upon receipt thereof; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Principal Collection Account. To the extent Principal Proceeds are received other than by deposit into the Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account, the CAD Collection Account, Company or the EUR Servicer on its behalf shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Principal Collection Account or the GBP applicable Permitted Non-USD Currency Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account, as applicable, all Principal Proceeds received by it immediately promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. All Servicer on behalf of the Company.
(b) Subject to the last sentence in Section 4.04(b), all Principal Proceeds shall be retained in the Principal Collection Account, the Euro Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account, the EUR AUD Principal Collection Account, the CHF Principal Collection Account, the DKK Principal Collection Account, the NOK Principal Collection Account, the NZD Principal Collection Account or the GBP SEK Principal Collection Account, as applicable, and held in cash and/or, in the case of the Principal Collection Account, invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments 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). All investment income on such Eligible Investments shall constitute Interest Proceeds. For In the avoidance absence of doubtany such written direction from the Company (or the Servicer on its behalf) or the Administrative Agent, (i) as applicable, Principal Proceeds received shall remain uninvested. The Euro Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account, the AUD Principal Collection Account, the CHF Principal Collection Account, the DKK Principal Collection Account, the NOK Principal Collection Account, the NZD Principal Collection Account and the SEK Principal Collection Account shall remain uninvested.
(c) On any Business Day, Principal Proceeds on deposit in any the Principal Collection Account or a Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Principal Collection Account, as applicable, may be withdrawn by the Collateral Agent (unless otherwise specified herein, at the written direction of the Company or the Servicer on behalf of the Company (or, upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Cure Failure, the Administrative Agent)) and applied (i) in accordance with the Priority of Payments, (ii) in accordance with Section 2.03(c) or (including with respect to Principal Proceeds constituting prepayments in respect of any Revolving Loan owned by the Company that does not result in a reduction of the commitments of the lenders in respect thereof) Section 2.03(e), (iii) to prepay Advances pursuant to Section 4.03(c) and (iv) to make a Permitted Intraperiod Payment in accordance with Section 4.03(j); provided that, notwithstanding any of the foregoing or anything to the contrary in this Agreement, following the occurrence of a Market Value Cure Failure, Principal Proceeds on deposit in the Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable, 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 4.02, references to the Principal Collection Account shall be deemed to mean the applicable Pledged Account in respect of any Permitted Subsidiary; provided that, (i) in the case of Principal Proceeds constituting sale proceeds or principal payments in respect of any Portfolio Investment in an amount not exceeding the cost basis of such Portfolio Investment, no later than ten (10) Business Days after such sale proceeds or principal payments are received by the Permitted Subsidiary, and (ii) amounts held in the CAD Collection Accountotherwise, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later as soon as reasonably practicable following receipt thereof, but not less frequently than the fifth Business Day following receiptquarterly, the Company shall cause the applicable Permitted Subsidiary to distribute all Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into the Principal Collection Account (or the applicable Permitted Non-USD Principal Collection Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (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)) and applied (i) to make payments in accordance with this Agreement with prior written notice to the Administrative Agent, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement with prior written notice to the Administrative Agent or (iii) to make Permitted Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent. 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, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, 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 the Company. For the avoidance of doubt, Principal Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
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Samples: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)