Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly 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. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) in Cash Equivalents 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 Cash Equivalents shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (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, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal 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 7 contracts
Samples: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC)
Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the 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 all Principal Proceeds received by it promptly 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 Accountthereof. All Principal Proceeds deposited into the Collection Account shall be retained in the Principal Collection Account and/or and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents overnight Eligible Investments selected by the Portfolio Investment Manager (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 Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Principal Collection Account shall may be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Coverage Event, the Administrative Agent)) and remitted to the Company to be applied (i) to make payments in accordance with this Agreementpayments, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased or (iii) to make Permitted Distributions, in each case, in accordance with this AgreementAgreement and with, in each the case of clauses (i) and (iii), two (2) Business Days prior notice to the Administrative Agent, and in the case of clause (ii), with one (1) Business Day prior notice to the Administrative Agent. For The Investment Manager shall notify the avoidance of doubtAdministrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in the Principal Collection Account have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Principal Proceeds received in connection with Collection Account may be withdrawn by 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 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 Coverage Event, the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.
Appears in 6 contracts
Samples: Loan Agreement, Loan Agreement (FS Investment CORP), Loan Agreement (FS Investment Corp II)
Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account; 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 Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Principal Collection Account or the 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 all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that . All Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the Principal Collection Account or the applicable Permitted Non-USD Currency Account. All Principal Proceeds deposited into the Collection Account shall be retained in the Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account and held in cash and/or (other than in the case of the Permitted Non-USD Principal Collection Account in respect of Euros) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) in Cash Equivalents 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 Cash Equivalents shall constitute Interest Proceeds. Principal Proceeds on deposit in the Principal Collection Account or an applicable Permitted Non-USD Currency Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal 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 4 contracts
Samples: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC)
Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the USD Principal Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly 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. To the extent Principal Proceeds are received other than by deposit into the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the USD Principal Collection Account or the 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 USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Servicer. All Principal Proceeds deposited into the Collection Account shall be retained in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, and held in cash and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents 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 Cash Equivalents Eligible Investments shall constitute Interest Proceeds. In the absence of any such direction, amounts held in such accounts will remain uninvested. Principal Proceeds on deposit in the USD Principal Collection Account and the 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, following the occurrence and during the continuance continuation of an Event of Default or following 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, (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 or (in the case of the USD Principal Collection Account) to be deposited into the Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions as permitted by this Agreement, in each case with prior notice to the Administrative Agent. For The Servicer shall notify the avoidance of doubtAdministrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds received (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 connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event such account shall be used to prepay Advances as set forth therein 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, at the direction of the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.
Appears in 3 contracts
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC), Credit and Security Agreement (T Series Middle Market Loan Fund LLC), Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Principal Proceeds. (a) The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the 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 all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Managerthereof; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Principal Collection Account. All To the extent Principal Proceeds deposited are received other than by deposit into the Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account, the Company or the Servicer on its behalf shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Principal Collection Account or the 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, all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the 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 Collection Account, the GBP Collection Account, the CAD Collection Account, the AUD Collection Account, the CHF Collection Account, the DKK Collection Account, the NOK Collection Account, the NZD Collection Account and/or or the SEK 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 Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents 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 Cash Equivalents Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Servicer on its behalf) or the Administrative Agent, as applicable, Principal Proceeds shall remain uninvested. The Euro Collection Account, the GBP Collection Account, the CAD Collection Account, the AUD Collection Account, the CHF Collection Account, the DKK Collection Account, the NOK Collection Account, the NZD Collection Account and the SEK Collection Account shall remain uninvested.
(c) On any Business Day, Principal Proceeds on deposit in the Principal Collection Account shall or a Permitted Non-USD Currency 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, following upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreementthe Priority of Payments, (ii) to make Permitted Distributions in accordance with this Agreement 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) towards to prepay Advances pursuant to Section 4.03(c) and (iv) to make a Permitted Distribution or a Permitted Tax Distribution to the purchase price extent permitted hereunder; provided that, notwithstanding any of Portfolio Investments purchased the foregoing or anything to the contrary in accordance with this Agreement, in each case with prior notice to following the Administrative Agent. For the avoidance occurrence of doubta Market Value Cure Failure, Principal Proceeds received on deposit in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following Principal Collection Account or a Market Value Event shall Permitted Non-USD Currency Collection Account, as applicable, may be used to prepay Advances as set forth therein withdrawn by the Collateral Agent 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 Lenders or to any other Secured Obligations.
Appears in 2 contracts
Samples: Loan and Security Agreement (Bain Capital Private Credit), Loan and Security Agreement (Bain Capital Private Credit)
Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account. To the extent Principal Proceeds are received other than by deposit into the Principal Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the 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 all Principal Proceeds received by it promptly 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 AccountManager . All Principal Proceeds deposited into the Collection Account shall be retained in the Principal Collection Account and held in cash and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents 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 Cash Equivalents Eligible Investments shall constitute Interest Proceeds. In the absence of any written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Interest Proceeds shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal 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 (Franklin BSP Capital Corp), Loan and Security Agreement (Franklin BSP Lending Corp)
Principal Proceeds. (a) The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the 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 all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Managerthereof; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. .
(b) All Principal Proceeds deposited into the Collection Account shall be retained in the Principal Collection Account and/or or a Permitted Non-USD Currency Account and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents 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 Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Eligible Investments shall mature no later than the next succeeding Payment Date.
(c) On any Business Day, Principal Proceeds on deposit in the Principal Collection Account shall or a Permitted Non-USD Currency Account, as applicable, may be withdrawn by the Collateral Agent (unless otherwise specified herein, at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreementthe Priority of Payments, (ii) to make Permitted Distributions in accordance with this Agreement Section 2.03(c) or (e), (iii) towards to prepay Advances pursuant to Section 4.03(c), (iv) to apply the purchase price of Portfolio Investments purchased in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale proceeds of any Portfolio Investment pursuant Repayment Event (x) during the Reinvestment Period, to repay Advances in an amount not less than $8,400,000 and thereafter to make Permitted 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 Section 1.04 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 Event shall Cure Failure, Principal Proceeds on deposit in the Principal Collection Account or a Permitted Non-USD Currency Account, as applicable, may be used to prepay Advances as set forth therein withdrawn by the Collateral Agent 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 2 contracts
Samples: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.), Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)
Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received by the Company other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly 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 Manager; provided that Principal Proceeds denominated Investments or any other Collateral, and all amounts otherwise on deposit in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency AccountAccounts (including cash contributed by the Company), in each case other than Interest Proceeds. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and/or and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents 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 Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Event, the Administrative Agent)) and remitted to the Company to be applied (i) to make payments in accordance with this Agreement, (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, (iii) to make Permitted Distributions and Permitted RIC Tax Distributions permitted by Article VI, in each case with prior notice to the Administrative Agent. For Agent or (iv) to make advances to the avoidance obligor of doubt, Principal Proceeds received Delayed Funding Term Loans in connection accordance 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 Agentunderlying instruments relating thereto.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Sierra Income Corp)
Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the - 47 - Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly 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. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) in Cash Equivalents 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 Cash Equivalents shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (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, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal 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 (Goldman Sachs Private Middle Market Credit LLC)
Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly 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. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) in Cash Equivalents 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 Cash Equivalents shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (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, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds 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 (Goldman Sachs Private Middle Market Credit LLC)