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; 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 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 Administrative Agent in Eligible Investments selected by the Servicer (unless an Event of Default has occurred and is continuing, in which case, selected by the Administrative Agent). All investment income on such 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Proceeds on deposit in the USD Principal Collection Account and the Permitted Non-USD Currency Accounts shall be withdrawn (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account 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, 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
Sources: 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. The Company shall notify the obligor (or the relevant agent under the applicable Underlying InstrumentsDocuments) with respect to each Portfolio Investment Fund Asset owned by the Company to remit all amounts that constitute Principal Proceeds to the USD Principal Collection Account; provided that , the GBP Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into Collection Account, the applicable Permitted Non-USD Currency CAD Principal Collection Account or the Euro Principal Collection Account, as applicable. To the extent Principal Proceeds are received other than by deposit into the USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the applicable Permitted Non-USD Currency 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 USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the applicable Permitted Non-USD Currency 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 USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the applicable Permitted Non-USD Currency Euro Principal Collection Account, as applicable, all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the ServicerManager. All Principal Proceeds shall be retained in the USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the applicable Permitted Non-USD Currency Euro Principal Collection Account, as applicable, and be held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent Company (or the Manager on its behalf) in Eligible Investments selected by the Servicer Manager (unless an Event of Default has occurred and is continuing, in which case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds. In If, prior to the absence occurrence of an Event of Default, the Company (or the Manager on its behalf) shall not have given any such directioninvestment directions, amounts the Collateral Agent shall within five Business Days after transfer of such funds to the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, invest and reinvest the funds held in such accounts will Collateral Account, as fully as practicable in the Standby Directed Investment. After the occurrence and during the continuance of an Event of Default, if the Administrative Agent shall not have given any such investment directions such funds shall remain uninvested. Principal Proceeds on deposit in the USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account and or the Permitted Non-USD Currency Accounts Euro Principal Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer Manager on its behalf (or, following the occurrence and during the continuation continuance of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Portfolio Investments Fund Assets 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 in accordance with this Agreement, in each case with prior notice to the Administrative Agent. The Servicer Manager shall notify the Company, Administrative Agent and the Collateral Agent if the Servicer Manager 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 (which notice shall include a certificate of an officer of the Servicer Manager setting forth the basis for such determination), whereupon such amounts on deposit in such account shall 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, 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
Sources: Credit and Security Agreement (FS Credit Opportunities Corp.), Credit and Security Agreement (FS Credit Opportunities Corp.), Credit and Security Agreement (FS Global Credit Opportunities Fund)
Principal Proceeds. (a) The Company shall notify cause all Principal Proceeds received on the obligor 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 relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit Principal Collection Account all amounts that constitute Principal Proceeds to the USD Principal Collection Accountreceived 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 USD 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 USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Principal Collection Account 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 Principal Collection Account, as applicable, all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Servicer. 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 USD 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 or the applicable Permitted Non-USD Currency SEK Collection Account, as applicable, and held in cash and/or and/or, in the case of the Principal Collection Account, invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments selected by the Servicer (unless an Event of Default has occurred and is continuingcontinuing or a Market Value Cure Failure has occurred, in which case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds. In the absence of any such directionwritten direction from the Company (or the Servicer on its behalf) or the Administrative Agent, amounts held in such accounts will 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 USD Principal Collection Account and the or a Permitted Non-USD Currency Accounts shall 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 its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account 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 DefaultDefault or following the occurrence of a Market Value Cure Failure, at the direction of 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 Distribution or a Permitted Tax Distribution to the extent permitted hereunder; 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 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 next succeeding Business Day and remitted Advances to the Lenders or at the direction of the Companyto any other Secured Obligations.
Appears in 2 contracts
Sources: Loan and Security Agreement (Bain Capital Private Credit), Loan and Security Agreement (Bain Capital Private Credit)
Principal Proceeds. (a) The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit cause all amounts that constitute Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Principal Collection Account or remitted to the USD Collateral Agent, and the Collateral Agent shall credit to the Principal Collection AccountAccount 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 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 creditedb) 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 shall be retained in the USD Principal Collection Account or the applicable a Permitted Non-USD Currency Account, as applicable, Account and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments selected by the Servicer Company (unless an Event of Default has occurred and is continuingcontinuing or a Market Value Cure Failure has occurred, in which case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds. In Eligible Investments shall mature no later than the absence of next succeeding Payment Date.
(c) On any such directionBusiness Day, amounts held in such accounts will remain uninvested. Principal Proceeds on deposit in the USD Principal Collection Account and the or a Permitted Non-USD Currency Accounts shall 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 its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account 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 DefaultDefault or following the occurrence of a Market Value Cure Failure, at the direction of the Administrative Agent)) and applied (i) in accordance with the Priority of Payments, (ii) in accordance with 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 $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 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 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 next succeeding Business Day and remitted Advances to the Administrative Agent for ratable distribution to the Lenders or at the direction of the Companyto any other Secured Obligations.
Appears in 2 contracts
Sources: 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 (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; 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 USD 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 USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Principal Collection Account 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, Principal Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Servicer. All Principal Proceeds shall be retained in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, 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 Administrative Agent in Eligible Investments selected by the Servicer (unless an Event of Default has occurred and is continuingcontinuing 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. 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 or an applicable Permitted Non-USD Currency Accounts Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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 the applicable Permitted Non-USD Currency Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions as permitted by in accordance with this Agreement, in each case with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Principal Collection Accountavoidance of doubt, 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 (which notice shall include received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Market Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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 2 contracts
Sources: 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 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 a Permitted Non-USD Currency CAD shall be deposited into the applicable Permitted Non-USD Currency 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 USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection 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, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, as applicable, all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the ServicerPortfolio Manager. All Principal Proceeds shall be retained in the USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, as applicable, and held in cash and/or 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 Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing 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. In For the absence avoidance of doubt, (i) Principal Proceeds received in any such directionPermitted 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 such accounts will 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 USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account and or the Permitted Non-USD Currency Accounts 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, following upon the occurrence and during the continuation continuance of an Event of DefaultDefault or upon the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this AgreementAgreement with prior written notice to the Administrative Agent, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (in with prior written notice to the case of the USD Principal Collection Account) to be deposited into the Unfunded Exposure Account Administrative Agent or (iii) to make Permitted Distributions or Permitted RIC Distributions as permitted by in accordance with this Agreement, in each case Agreement with two (2) Business Days prior notice to the Administrative Agent. The Servicer Portfolio Manager shall notify the Administrative Agent and the Collateral Agent if the Servicer Portfolio Manager reasonably determines in good faith that any amounts in the USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account, the EUR Collection Account or the Euro Principal GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination)Proceeds, whereupon such amounts on deposit in such account shall 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 DefaultDefault or upon the occurrence of a Market Value Event, at the direction of the Administrative Agent)) on the next succeeding Business Day and remitted to or the Company. For the avoidance of doubt, Principal ▇▇▇▇▇▇▇▇ 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 CompanyAdministrative Agent.
Appears in 2 contracts
Sources: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)
Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable. 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 (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. To the extent Principal Proceeds are received other than by on deposit into in 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 shall be converted to U.S. Dollars by the applicable Permitted Non-USD Currency Account, as applicable, or remitted 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 Collateral Agent shall credit (or cause to be credited) to Maturity Date and deposited into the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, for application as applicable, all Principal Proceeds received by it promptly upon receipt thereof in accordance with described above at the written direction of the ServicerCompany 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 USD Principal Collection Account (or the applicable any Permitted Non-USD Currency Principal Collection Account, as applicable, ) and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments denominated in the applicable currency of such account selected by the Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing 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. In the absence of any such directionwritten direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, amounts held as applicable, Principal Proceeds in such accounts will the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the USD Principal Collection Account and the (or any Permitted Non-USD Currency Accounts Principal 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, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or Agreement, (in the case of the USD Principal Collection Accountiii) to be deposited into the Unfunded Exposure Account in accordance with this Agreement or (iiiiv) to make Permitted Distributions or Permitted RIC Distributions as permitted by in accordance with, and subject to the conditions in, this Agreement, in each case with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and avoidance of doubt, Principal ▇▇▇▇▇▇▇▇ received in connection with the Collateral Agent if the Servicer reasonably determines in good faith that sale of 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 (which notice shall include Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Market Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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 2 contracts
Sources: Loan and Security Agreement (Manulife Private Credit Fund), 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 Instruments) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the USD Principal Collection Account; provided that Principal Proceeds denominated Account (or, in a Permitted Non-USD Currency shall be deposited into the case of Subsidiary Assets, the applicable Permitted Non-USD Currency Pledged 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 immediately upon receipt thereof in accordance with the written direction of the ServicerPortfolio Manager. All Principal Proceeds 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 Administrative Agent in overnight Eligible Investments selected by the Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing 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. In Not later than the absence of any 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 direction, amounts held in such accounts will remain uninvestedPrincipal Proceeds into the Collection Account. 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 upon the occurrence and during the continuation continuance of an Event of DefaultDefault or upon the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, Agreement or (ii) 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. The Servicer Portfolio Manager shall notify the Administrative Agent and the Collateral Agent if the Servicer Portfolio Manager 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination)Proceeds, whereupon such amounts on deposit in such account shall the Collection Account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of DefaultDefault or upon the occurrence of a Market Value Event, at the direction of the Administrative Agent)) on the next succeeding Business Day and remitted to or 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 CompanyAdministrative Agent.
Appears in 2 contracts
Sources: 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 (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 a Permitted Non-USD Currency CAD shall be deposited into the applicable Permitted Non-USD Currency 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 USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection 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, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, as applicable, all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the ServicerPortfolio Manager. All Principal Proceeds shall be retained in the USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, as applicable, and held in cash and/or 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 Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing 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. In For the absence avoidance of doubt, (i) Principal Proceeds received in any such directionPermitted 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 such accounts will 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 USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account and or the Permitted Non-USD Currency Accounts 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, following upon the occurrence and during the continuation continuance of an Event of DefaultDefault or upon the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this AgreementAgreement with prior written notice to the Administrative Agent, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (in with prior written notice to the case of the USD Principal Collection Account) to be deposited into the Unfunded Exposure Account Administrative Agent or (iii) to make Permitted Distributions or Permitted RIC Distributions as permitted by in accordance with this Agreement, in each case Agreement with two (2) Business Days prior notice to the Administrative Agent. The Servicer Portfolio Manager shall notify the Administrative Agent and the Collateral Agent if the Servicer Portfolio Manager reasonably determines in good faith that any amounts in the USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account, the EUR Collection Account or the Euro Principal GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination)Proceeds, whereupon such amounts on deposit in such account shall 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 DefaultDefault or upon the occurrence of a Market Value Event, at the direction of the Administrative Agent)) on the next succeeding Business Day and remitted to or 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 CompanyAdministrative Agent.
Appears in 2 contracts
Sources: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)
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; 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 USD 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 USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Principal Collection Account 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, Principal Collection - 40 - Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Servicer. All Principal Proceeds shall be retained in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, 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 Administrative Agent in Eligible Investments selected by the Servicer (unless an Event of Default has occurred and is continuingcontinuing 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. 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 or an applicable Permitted Non-USD Currency Accounts Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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 the applicable Permitted Non-USD Currency Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions as permitted by in accordance with this Agreement, in each case with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Principal Collection Accountavoidance of doubt, 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 (which notice shall include received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Market Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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 1 contract
Sources: Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
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; 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 USD 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 USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Principal Collection Account 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, Principal Collection Account all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Servicer. All Principal Proceeds shall be retained in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Principal Collection Account and held in cash and/or (other than in the case of the Permitted non-USD Principal Collection Accounts in respect of Euros, AUD and CHF) invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments selected by the Servicer (unless an Event of Default has occurred and is continuingcontinuing 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. 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 or an applicable Permitted Non-USD Currency Accounts Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral 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, (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (in the case of the USD Principal Collection Accountiv) to be deposited into the Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions as permitted by in accordance with this Agreement, in each case with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and avoidance of doubt, Principal ▇▇▇▇▇▇▇▇ received in connection with the Collateral Agent if the Servicer reasonably determines in good faith that sale of 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 (which notice shall include Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Market Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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 1 contract
Sources: Loan and Security Agreement (CCS IX Portfolio Holdings, 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; 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 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 Administrative Agent in Eligible Investments selected by the Servicer (unless an Event of Default has occurred and is continuing, in which case, selected by the Administrative Agent). All investment income on such 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 (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account 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, at the direction of the - 67 - Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.
Appears in 1 contract
Sources: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instrumentsunderlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the USD Principal Collection Account; 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 immediately upon receipt thereof in accordance with the written direction of the ServicerPortfolio 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 USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Collection Account and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments in the applicable Currency selected by the Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Principal Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. All investment income on such 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 or a Non-USD Currency Accounts Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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 in accordance with this Agreement, in each case case, to the extent not otherwise required under this Agreement, with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and avoidance of doubt, Principal ▇▇▇▇▇▇▇▇ received in connection with the Collateral Agent if the Servicer reasonably determines in good faith that sale of 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 (which notice shall include Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Market Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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 1 contract
Sources: Loan and Security Agreement (Blackstone Secured Lending Fund)
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 a Permitted Non-USD Currency CAD shall be deposited into the applicable Permitted Non-USD Currency 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 USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection 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, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, as applicable, all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the ServicerPortfolio Manager. All Principal Proceeds shall be retained in the USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, as applicable, and held in cash and/or 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 Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing 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. In For the absence avoidance of doubt, (i) Principal Proceeds received in any such directionPermitted 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 such accounts will 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 USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account and or the Permitted Non-USD Currency Accounts 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, following upon the occurrence and during the continuation continuance of an Event of DefaultDefault or upon the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this AgreementAgreement with prior written notice to the Administrative Agent, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (in with prior written notice to the case of the USD Principal Collection Account) to be deposited into the Unfunded Exposure Account Administrative Agent or (iii) to make Permitted Distributions or Permitted RIC Distributions as permitted by in accordance with this Agreement, in each case Agreement with two (2) Business Days prior notice to the Administrative Agent. The Servicer Portfolio Manager shall notify the Administrative Agent and the Collateral Agent if the Servicer Portfolio Manager reasonably determines in good faith that any amounts in the USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account, the EUR Collection Account or the Euro Principal GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination)Proceeds, whereupon such amounts on deposit in such account shall 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 DefaultDefault or upon the occurrence of a Market Value Event, at the direction of the Administrative Agent)) on the next succeeding Business Day and remitted to or 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 CompanyAdministrative Agent.
Appears in 1 contract
Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment owned by it to remit all amounts that constitute Principal Proceeds to the USD Principal Collection Account; 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 by the Company 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 owned by it 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 immediately upon receipt thereof thereof. As used herein, “Principal Proceeds” means all amounts received by the Company with respect to the Portfolio Investments (other than proceeds from a Permitted Affiliate Sale) or any other Collateral, and all amounts otherwise on deposit in accordance with the written direction 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 ServicerCustodial Account. All Principal Proceeds 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 Administrative Agent in overnight Eligible Investments selected by the Servicer Company (unless an Event of Default has occurred and is continuingcontinuing or a Coverage Event has occurred, in which case, selected by the Administrative Agent). All investment income on such 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 (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account 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 and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of DefaultDefault or upon the occurrence of a Coverage Event, at the direction of the Administrative Agent)) on the next succeeding Business Day and , to be remitted to or at the direction Company to be applied (x) to make prepayments of the CompanyAdvance in accordance with this Agreement, or (y) to make Permitted Distributions (or, upon the occurrence of a Coverage Event or the occurrence and continuance of an Event of Default, as directed by the Administrative Agent).
Appears in 1 contract
Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instrumentsunderlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the USD Principal Collection Account; 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 immediately upon receipt thereof in accordance with the written direction of the ServicerPortfolio 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 USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Collection Account and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments in the applicable Currency selected by the Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Principal Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. All investment income on such 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 or a Non-USD Currency Accounts Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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 in accordance with this Agreement, in each case case, to the extent not otherwise required under this Agreement, with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Principal Collection Accountavoidance of doubt, 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 (which notice shall include received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Market Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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 1 contract
Sources: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
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; provided that Principal Proceeds denominated Account (or, in a Permitted Non-USD Currency shall be deposited into the case of Subsidiary Assets, the applicable Permitted Non-USD Currency Pledged 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 immediately upon receipt thereof in accordance with the written direction of the ServicerPortfolio Manager. All Principal Proceeds 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 Administrative Agent in overnight Eligible Investments selected by the Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing 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. In Not later than the absence of any 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 direction, amounts held in such accounts will remain uninvestedPrincipal Proceeds into the Collection Account. 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 upon the occurrence and during the continuation continuance of an Event of DefaultDefault or upon the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, Agreement or (ii) 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. The Servicer Portfolio Manager shall notify the Administrative Agent and the Collateral Agent if the Servicer Portfolio Manager 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination)Proceeds, whereupon such amounts on deposit in such account shall the Collection Account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of DefaultDefault or upon the occurrence of a Market Value Event, 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 1 contract
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; 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 USD 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 USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Principal Collection Account 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, Principal Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Servicer. All Principal Proceeds shall be retained in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, 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 AUD and Euros) invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments selected by the Servicer (unless an Event of Default has occurred and is continuingcontinuing 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. 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 or an applicable Permitted Non-USD Currency Accounts Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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 the applicable Permitted Non-USD Currency Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions as permitted by in accordance with this Agreement, in each case with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and avoidance of doubt, Principal ▇▇▇▇▇▇▇▇ received in connection with the Collateral Agent if the Servicer reasonably determines in good faith that sale of 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 (which notice shall include Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Market Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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 1 contract
Sources: Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
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; 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 owned by it 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 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 ServicerGBP Principal Collection Account, as applicable. All Principal Proceeds shall be retained in the USD Principal Collection Account, the Euro Principal Collection Account or the applicable Permitted Non-USD Currency GBP Principal Collection Account, as applicable, and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments selected by the Servicer Investment Manager (unless or, if a Coverage Event has occurred or an Event of Default has occurred and is continuing, in which case, selected by the Administrative Agent)) in overnight Eligible Investments. All investment income on such 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 may be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer Investment Manager on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account 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 DefaultDefault or upon the occurrence of a Coverage Event, the Administrative Agent)) and applied (i) to make payments, (ii) towards the purchase price of Portfolio Investments or (iii) to make Permitted Distributions, in each case, in accordance with this Agreement and with, in 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. Principal Proceeds on deposit in the Euro Principal Collection Account or the GBP Principal Collection Account shall be 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 or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent). The Investment Manager shall notify the Administrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in 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 or at the direction of the CompanyCompany or the Investment Manager on its behalf.
Appears in 1 contract
Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account or a Permitted Non-USD Currency Account, as applicable. 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 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. To the extent Principal Proceeds are received other than by on deposit into in the USD Principal Collection Account or the applicable Permitted Non-USD Currency AccountAccounts 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 Company shall cause all Principal Proceeds received on Maturity Date and deposited into the Portfolio Investments to be deposited in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, for application 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 described above at the written direction of the ServicerCompany 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 USD Principal Collection Account (or the applicable any Permitted Non-Non- USD Currency Account, as applicable, ) and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments denominated in the applicable currency of such account selected by the Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing 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. 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 (or any Permitted Non-USD Currency Accounts Account, as applicable) shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or Agreement, (in the case of the USD Principal Collection Accountiii) to be deposited into the Unfunded Exposure Account in accordance with this Agreement or (iiiiv) only during the Reinvestment Period, to make Permitted Distributions in accordance with the Priority of Payments or Permitted RIC Distributions as otherwise permitted by under this Agreement, in each case with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and avoidance of doubt, Principal ▇▇▇▇▇▇▇▇ received in connection with the Collateral Agent if the Servicer reasonably determines in good faith that sale of 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 (which notice shall include Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Market Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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 1 contract
Sources: Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Principal Proceeds. The Company Each Loan Party, as applicable, 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 applicable 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 USD applicable Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account, the Company applicable Loan Party shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the USD applicable Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the USD applicable Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Principal Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Servicer. All Principal Proceeds shall be retained in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, 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 AUD and Euros) invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments selected by the Servicer (unless an Event of Default has occurred and is continuingcontinuing 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. 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 or an applicable Permitted Non-USD Currency Accounts Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company applicable Loan Party or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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 the applicable Permitted Non-USD Currency 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account 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, at the direction of the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.RIC
Appears in 1 contract
Sources: Amended and Restated Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
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; 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 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 Administrative Agent in Eligible Investments selected by the Servicer (unless an Event of Default has occurred and is continuing, in which case, selected by the Administrative Agent). All investment income on such 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 (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Principal Collection Account, the GBP Principal Collection Account, the AUD 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account 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, 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 1 contract
Sources: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Principal Proceeds. (a) The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit cause all amounts that constitute Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Principal Collection Account or remitted to the USD Collateral Agent, and the Collateral Agent shall credit to the Principal Collection AccountAccount 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 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 creditedb) 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 shall be retained in the USD Principal Collection Account or the applicable a Permitted Non-USD Currency Account, as applicable, Account and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments selected by the Servicer Company (unless an Event of Default has occurred and is continuingcontinuing or a Market Value Cure Failure has occurred, in which case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds. In Eligible Investments shall mature no later than the absence of next succeeding Payment Date.
(c) On any such directionBusiness Day, amounts held in such accounts will remain uninvested. Principal Proceeds on deposit in the USD Principal Collection Account and the or a Permitted Non-USD Currency Accounts shall 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 its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account 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 DefaultDefault or following the occurrence of a Market Value Cure Failure, at the direction of the Administrative Agent)) and applied (i) in accordance with the Priority of Payments, (ii) in accordance with 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 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 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 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 next succeeding Business Day and remitted Advances to the Administrative Agent for ratable distribution to the Lenders or at the direction of the Companyto any other Secured Obligations.
Appears in 1 contract
Sources: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)
Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account or a Permitted Non-USD Currency Account, as applicable. 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 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. To the extent Principal Proceeds are received other than by on deposit into in the USD Principal Collection Account or the applicable Permitted Non-USD Currency AccountAccounts 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 Company shall cause all Administrative Agent). All Principal Proceeds received on the Portfolio Investments to shall be deposited retained in the USD Principal Collection Account (or the applicable any 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 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 Administrative Agent in Eligible Investments denominated in the applicable currency of such account selected by the Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing 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. 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 (or any Permitted Non-USD Currency Accounts Account, as applicable) shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or Agreement, (in the case of the USD Principal Collection Accountiii) to be deposited into the Unfunded Exposure Account in accordance with this Agreement or (iiiiv) only during the Reinvestment Period, to make Permitted Distributions in accordance with the Priority of Payments or Permitted RIC Distributions as otherwise permitted by under this Agreement, in each case with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and avoidance of doubt, Principal ▇▇▇▇▇▇▇▇ received in connection with the Collateral Agent if the Servicer reasonably determines in good faith that sale of 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 (which notice shall include Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Market Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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 1 contract
Sources: Loan and Security Agreement (Kayne Anderson BDC, 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 a Permitted Non-USD Currency CAD shall be deposited into the applicable Permitted Non-USD Currency 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 USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection 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, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, as applicable, all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the ServicerPortfolio Manager. All Principal Proceeds shall be retained in the USD Principal Collection Account, the CAD Collection Account, the EUR Collection Account or the applicable Permitted Non-USD Currency GBP Collection Account, as applicable, and held in cash and/or 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 Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing 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. In For the absence avoidance of doubt, (i) Principal Proceeds received in any such directionPermitted 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 such accounts will 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 USD Principal Collection Account and the Permitted Non-USD Currency Accounts shall be withdrawn (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account, the EUR Collection Account or the Euro Principal GBP Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account shall be withdrawn by the Collateral Agent (at the written direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of DefaultDefault or upon the occurrence of a Market Value Event, at the direction of the Administrative Agent)) on and applied (i) to make payments in accordance with this Agreement with prior written notice to the next succeeding Business Day and remitted to or at Administrative Agent, (ii) towards the direction purchase price of the Company.Portfolio Investments purchased in
Appears in 1 contract
Principal Proceeds. 41- 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; 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 owned by it 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 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 ServicerGBP Principal Collection Account, as applicable. All Principal Proceeds shall be retained in the USD Principal Collection Account, the Euro Principal Collection Account or the applicable Permitted Non-USD Currency GBP Principal Collection Account, as applicable, and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments selected by the Servicer Investment Manager (unless or, if a Coverage Event has occurred or an Event of Default has occurred and is continuing, in which case, selected by the Administrative Agent)) in overnight Eligible Investments. All investment income on such 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 may be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer Investment Manager on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account 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 DefaultDefault or upon the occurrence of a Coverage Event, the Administrative Agent)) and applied (i) to make payments, (ii) towards the purchase price of Portfolio Investments or (iii) to make Permitted Distributions, in each case, in accordance with this Agreement and with, in 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. Principal Proceeds on deposit in the Euro Principal Collection Account or the GBP Principal Collection Account shall be 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 or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent). The Investment Manager shall notify the Administrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in 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 or at the direction of the CompanyCompany or the Investment Manager on its behalf.
Appears in 1 contract
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; 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 owned by it 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 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 ServicerGBP Principal Collection Account or a Permitted CAD Account, as applicable. All Principal Proceeds shall be retained in the USD Principal Collection Account, the Euro Principal Collection Account, the GBP Principal Collection Account or the applicable designated Permitted Non-USD Currency CAD Account, as applicable, and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments selected by the Servicer Investment Manager (unless or, if a Coverage Event has occurred or an Event of Default has occurred and is continuing, in which case, selected by the Administrative Agent)) in overnight Eligible Investments. All investment income on such 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 may be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer Investment Manager on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD 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 (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account 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 DefaultDefault or upon the occurrence of a Coverage Event, the Administrative Agent)) and applied (i) to make payments, (ii) towards the purchase price of Portfolio Investments or (iii) to make Permitted Distributions, in each case, in accordance with this Agreement and with, in 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. Principal Proceeds on deposit in the Euro Principal Collection Account, the GBP Principal Collection Account or the 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 into the USD Principal Collection Account for application as described above at the written direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent). The Investment Manager shall notify the Administrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in 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 or at the direction of the CompanyCompany or the Investment Manager on its behalf.
Appears in 1 contract
Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instrumentsunderlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the USD Principal Collection Account; 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 immediately upon receipt thereof in accordance with the written direction of the ServicerPortfolio 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 USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Collection Account and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments in the applicable Currency selected by the Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Principal Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. All investment income on such 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 or a Non-USD Currency Accounts Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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 in accordance with this Agreement, in each case case, to the extent not otherwise required under this Agreement, with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and avoidance of doubt, Principal ▇▇▇▇▇▇▇▇ received in connection with the Collateral Agent if the Servicer reasonably determines in good faith that sale of 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 (which notice shall include Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Market Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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.. #90948295v3
Appears in 1 contract
Sources: Loan and Security Agreement (Blackstone Secured Lending Fund)
Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instrumentsunderlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the USD Principal Collection Account; 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 immediately upon receipt thereof in accordance with the written direction of the ServicerPortfolio 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 USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Collection Account and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments in the applicable Currency selected by the Servicer Portfolio Manager (unless an Event of Default has occurred and is continuingcontinuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Principal Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. All investment income on such 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 or a Non-USD Currency Accounts Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Market Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) 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 in accordance with this Agreement, in each case case, to the extent not otherwise required under this Agreement, with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Principal Collection Accountavoidance of doubt, 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 (which notice shall include received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Market Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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 1 contract
Sources: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Principal Proceeds. (a) The Company shall notify cause all Principal Proceeds received on the obligor 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 relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit Principal Collection Account all amounts that constitute Principal Proceeds to the USD Principal Collection Accountreceived 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 USD 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 USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, Principal Collection Account 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 Principal Collection Account, as applicable, all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Servicer. 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 USD Principal Collection Account, 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 or the applicable Permitted Non-USD Currency SEK Principal Collection Account, as applicable, and held in cash and/or and/or, in the case of the Principal Collection Account, invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments selected by the Servicer (unless an Event of Default has occurred and is continuingcontinuing or a Market Value Cure Failure has occurred, in which case, selected by the Administrative Agent). All investment income on such 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 (at the written direction of from the Company (or the Servicer on its behalf (or, following the occurrence and during the continuation of an Event of Default, behalf) or the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (in the case of the USD as applicable, 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 AgentProceeds shall remain uninvested. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD 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 the Principal Collection Account or the Euro a Permitted Non-USD Currency Principal Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account shall may be withdrawn by the Collateral Agent (unless otherwise specified herein, at the written direction of the Company and with written confirmation from or the Administrative Agent Servicer on behalf of the Company (or, upon the occurrence and during the continuance of an Event of DefaultDefault or following the occurrence of a Market Value Cure Failure, at the direction of 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 next succeeding 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 Day Days after such sale proceeds or principal payments are received by the Permitted Subsidiary, and remitted (ii) otherwise, as soon as reasonably practicable following receipt thereof, but not less frequently than quarterly, the Company shall cause the applicable Permitted Subsidiary to distribute Principal Proceeds received by it to the Company as a dividend or at equivalent equity distribution and deposit such Principal Proceeds into the direction of Principal Collection Account (or the Companyapplicable Permitted Non-USD Principal Collection Account).
Appears in 1 contract
Sources: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)
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 Collection Account or a Permitted Non-USD Currency Account, as applicable. 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 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. To the extent Principal Proceeds are received other Other than by deposit into the USD Principal Collection Account or the applicable amounts allocated to purchase a Permitted Non-USD Currency AccountPortfolio Investment 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 Company shall cause all Administrative Agent). All Principal Proceeds received on the Portfolio Investments to shall be deposited retained in the USD Principal Collection Account (or the applicable any 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 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 Administrative Agent in Eligible Investments selected by the Servicer (unless an Event of Default has occurred and is continuingcontinuing or a Collateral Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such 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 (or any Permitted Non-USD Currency Accounts Account, as applicable) shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation continuance of an Event of DefaultDefault or following the occurrence of a Collateral Value Event, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or Agreement, (in the case of the USD Principal Collection Accountiii) to be deposited into the Unfunded Exposure Account or (iiiiv) during the Reinvestment Period to make Permitted Distributions in accordance with this Agreement or (v) to make Permitted Distributions or Permitted RIC Distributions as permitted by in accordance with this Agreement, in each case with prior notice to the Administrative Agent. The Servicer shall notify For the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Principal Collection Accountavoidance of doubt, 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 (which notice shall include received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account Collateral Value Event shall be withdrawn by the Collateral Agent (used to prepay Advances as set forth therein 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 1 contract
Sources: Loan and Security Agreement (SCP Private Credit Income BDC LLC)