Common use of Principal Proceeds Clause in Contracts

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 Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account or the CAD Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or the 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 or the 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 or the 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 CAD shall remain uninvested and shall be deposited in the CAD Collection Account and (ii) amounts held in the CAD 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Account Principal Proceeds on deposit in the Collection Account or the CAD Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the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 or the 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 or the 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 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.)

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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 Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account or the CAD Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or the 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 or the 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 or the 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 CAD shall remain uninvested and shall be deposited in the CAD Collection Account and (ii) amounts held in the CAD 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 or the 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, 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 or the 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 or the 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 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 CAD 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 CAD 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 CAD 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 CAD 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 CAD 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 Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the CAD 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 CAD 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 CAD 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 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 CAD 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 CAD 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 CAD 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 CAD 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 CAD 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 Account. ​ Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the CAD 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 CAD 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 CAD 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 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 Agreement (WhiteHorse Finance, Inc.)

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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 Principal Proceeds denominated in CAD shall be deposited into the CAD Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account or the CAD Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or the 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 or the 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 or the 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 CAD shall remain uninvested and shall be deposited in the CAD Collection Account and (ii) amounts held in the CAD 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 or the 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, 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 or the 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 or the 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 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 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 CAD 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 CAD 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 CAD 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 CAD 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 CAD 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 Account. Principal Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the CAD 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 CAD 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 CAD 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 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 Agreement (WhiteHorse Finance, Inc.)

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