Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent.
Appears in 4 contracts
Sources: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD a Permitted Non-USD Currency shall be deposited into the CAD Collection Account, (ii) applicable Permitted Non-USD Currency Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds deposited into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account shall be retained in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account and held in cash and/or, and/or (other than in the case of the any Permitted Non-USD Interest Collection Account, ) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or and the GBP Permitted Non-USD Currency Interest Collection Account, as applicable, Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax RIC Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement.
Appears in 4 contracts
Sources: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable Underlying Documents) with respect to each Portfolio Investment Fund Asset owned by the Company to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) the GBP Interest Proceeds denominated in EUR shall be deposited into Collection Account, the EUR CAD Interest Collection Account and (iii) or the Euro Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account, as applicable. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account, the GBP Interest Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Euro Interest Collection Account, as applicable, the Company shall cause all Interest Proceeds on the Portfolio Investments Fund Assets owned by the Company to be deposited in the Interest Collection Account, the GBP Interest Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Euro Interest Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account, the CAD Collection Account, the EUR GBP Interest Collection Account or the GBP Euro Interest Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds shall be retained in the Interest Collection Account, the GBP Interest Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Euro Interest Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in dollar-denominated Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments If, prior to the occurrence of an Event of Default, the Company (or the Manager on its behalf) shall mature no later than not have given any such investment directions, the end Collateral Agent shall within five Business Days after transfer of such funds to the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR GBP Interest Collection Account, the CAD Interest Collection Account or the GBP Euro Interest Collection Account, as applicable, invest and (ii) amounts reinvest the funds held in the CAD Collection such Collateral Account, as fully as practicable in the EUR Collection Account Standby Directed Investment. After the occurrence and during the GBP Collection Account continuance of an Event of Default, if the Administrative Agent shall not have given any such investment directions such funds shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Interest Collection Account, the GBP Interest Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Euro Interest Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Manager on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value EventDefault, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement Agreement. The Manager shall notify the Administrative Agent and the Collateral Agent if the Manager reasonably determines in good faith that any amounts in the Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, have been deposited in error or do not otherwise constitute Interest Proceeds (which notice shall include a certificate of an officer of the Manager setting forth the basis for such determination), whereupon such amounts on deposit in such account may be withdrawn by the Collateral Agent (at the direction of the Company and with two written confirmation from the Administrative Agent (2) Business Days prior notice to 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)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD a Permitted Non-USD Currency shall be deposited into the CAD Collection Account, (ii) applicable Permitted Non-USD Currency Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account and held in cash and/or, and/or (other than in the case of the Permitted Non-USD Interest Collection Account, Account in respect of Euros) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or and the GBP Permitted Non-USD Currency Interest Collection Account, as applicable, Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax RIC Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement.
Appears in 3 contracts
Sources: Loan and Security Agreement (TCG BDC II, Inc.), Loan and Security Agreement (Carlyle Credit Solutions, Inc.), Loan and Security Agreement (TCG BDC II, Inc.)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account (or, in or the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Permitted Non-USD Currency Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly (and, in any case, within one (1) Business Day) upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. Interest Proceeds on deposit in the Permitted Non-USD Currency Interest Collection Account shall be converted to U.S. Dollars by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) no later than two (2) Business Days prior to each Interest Payment Date, each Additional Distribution Date and the Maturity Date and deposited into the Interest Collection Account for application as described above at the written direction of the Company or the Portfolio Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent). Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account (or the GBP any Permitted Non-USD Currency Interest Collection Account, as applicable, ) and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable currency of such account selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For In the avoidance absence of doubtany such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, (i) as applicable, Interest Proceeds received in the Interest Collection Account shall remain uninvested. Interest Proceeds in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Interest Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account (or the GBP any Permitted Non-USD Currency Interest Collection Account, as applicable, ) shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax RIC Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement.
Appears in 3 contracts
Sources: Loan and Security Agreement (Manulife Private Credit Fund), Loan and Security Agreement (Manulife Private Credit Fund), Loan and Security Agreement (Manulife Private Credit Fund)
Interest 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 Interest Proceeds to the USD Interest Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD a Permitted Non-USD Currency shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection applicable Permitted Non-USD Currency Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in Cash Equivalents with a rate of return that is not less than zero selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For In the avoidance absence of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) such direction amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall such accounts will remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection Account, as applicable, and each Permitted Non-USD Currency Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) and applied to make payments in accordance with this Agreement or to make Permitted Distributions or Permitted RIC Distributions as permitted by this Agreement. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, have been deposited in error or do not otherwise constitute Interest Proceeds (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default or upon Default, at the occurrence direction of a Market Value Event, the Administrative Agent)) on the next succeeding Business Day and applied (i) remitted to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice to at the Administrative Agentdirection 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)
Interest Proceeds. The Company shall On each Payment Date that is not (w) a Redemption Date, (x) the Stated Maturity Date, (y) during a Defaulted Mortgage Asset Default Period or shall cause (z) a Payment Date following an acceleration of the Permitted Subsidiary to) notify Debt as a result of the obligor occurrence and continuation of an Event of Default, Interest Proceeds with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds the related Due Period shall be distributed in the following order of priority:
(1) to the Collection Account payment of taxes and filing fees (orincluding any registered office and government fees) owed by the Issuer, in the case of Subsidiary Assetsif any;
(2) (a) first, the applicable Pledged Account); provided that pro rata (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, the Note Administrator, the Loan Agent, the Trustee and the Custodian the accrued and unpaid fees in respect of their services, in an aggregate amount equal to the Collateral Agent, Trustee, Loan Agent and Note Administrator Fee, in each case payable monthly and (ii) without duplication of amounts paid pursuant to clause (i) to the payment of any accrued and unpaid Issuer Administrative Expenses of the Collateral Agent, the Loan Agent, the Trustee, the Note Administrator, the Custodian and the Paying Agent, and (b) second, to the payment of any other accrued and unpaid Issuer Administrative Expenses;
(3) to the payment of the accrued and unpaid Committed Additional Class A Loan Undrawn Fee;
(4) to the payment of the Class A Loan Interest Distribution Amount plus any Class A Loan Defaulted Interest Amount and the accrued and unpaid Minimum Interest Partial Prepayment Amount;
(5) during the existence and continuance of a Defaulted Mortgage Asset Repurchase Period on account of a Defaulted Mortgage Asset in accordance with Section 12.1(a)(i) hereof, any remaining Interest Proceeds after application of sub-clauses
(1) through (4) above to the Collateral Agent shall credit (or cause to be credited) to for deposit into the Collection Payment Account, which amounts shall be held therein until the CAD Collection Accountearlier of (x) the immediately next Payment Date, the EUR Collection Account in which case such remaining Interest Proceeds shall be disbursed in accordance with Section 11.1(a)(i) or the GBP Collection Account(iii), as applicable, all Interest Proceeds received by it promptly upon receipt thereof on such next Payment Date or (y) to the extent no Event of Default, other Defaulted Mortgage Asset Repurchase Period or Defaulted Mortgage Asset Default Period has occurred and is continuing, on the date that the Holder of the Class B Notes has repurchased the related Defaulted Mortgage Asset in accordance with Section 12.1(a)(i) hereof or the written direction of the Portfolio Manager. related Mortgage Asset is no longer a Defaulted Mortgage Asset (each such date, a “Defaulted Mortgage Asset Cure Date”), in which case such remaining Interest Proceeds shall be retained disbursed in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as accordance with sub-clause (6) (if applicable, ) and held in cash and/or, in the case sub-clause (7) below within one (1) Business Day following receipt by a Bank Officer of the Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents selected by the Portfolio Manager of written notice of such Defaulted Mortgage Asset Cure Date;
(unless an Event of Default has occurred and is continuing or a Market Value Event has occurred6) if, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end as of the then-current Calculation Period. For Determination Date relating to such Payment Date (after giving effect to the avoidance application of doubtany Principal Proceeds on such Payment Date), the Interest Coverage Test is not satisfied, to the payment of the principal on the Class A Loan to the extent necessary to cause the Interest Coverage Test to be satisfied or, if sooner, until the Class A Loan has been paid in full;
(i7) any remaining Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction Holder of the Company Class B Notes (or, upon which payment shall not reduce the occurrence and during the continuance Aggregate Outstanding Amounts of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agentsuch Notes)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent.
Appears in 2 contracts
Sources: Indenture and Credit Agreement (Terra Secured Income Fund 5, LLC), Indenture and Credit Agreement (Terra Property Trust, Inc.)
Interest Proceeds. (a) The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof thereof; provided that Interest Proceeds denominated in accordance with a Permitted Non-USD Currency shall be deposited into the written direction of the Portfolio Manager. applicable Permitted Non-USD Currency Account.
(b) All Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, applicable Permitted Non-USD Currency Account and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Company Administrative Agent in U.S. Dollar-denominated (or denominated in the Portfolio Manager on its behalfapplicable Permitted Non-USD Currency, in the case of Permitted Non-USD Currency Accounts) delivered to the Collateral Agent in Cash Equivalents high-grade investments selected by the Portfolio Manager Company (unless an Event of Default has occurred and is continuing or a Market Value Event Cure Failure has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”), which may include investments with respect to which the Collateral Agent or its Affiliate provides services and receives compensation. Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, next succeeding Payment Date.
(ic) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, shall a Permitted Non-USD Currency Account may be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and be applied (i) to make payments in accordance with the Priority of Payments; provided that, notwithstanding the foregoing or anything to the contrary in this Agreement Agreement, following the occurrence of a Market Value Cure Failure, Interest Proceeds on deposit in the Interest Collection Account or (ii) a Permitted Non-USD Currency Account may be withdrawn by the Collateral Agent at the written direction and in the sole discretion of the Administrative Agent and be applied to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice repay the Advances and/or to pay accrued but unpaid interest on the Advances to the Administrative AgentAgent for ratable distribution to the Lenders or to 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.)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD a Permitted Non-USD Currency shall be deposited into the CAD Collection Account, (ii) applicable Permitted Non-USD Currency Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account and held in cash and/or, and/or (other than in the case of the Permitted Non-USD Interest Collection Account, Account in respect of AUD and Euros) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or and the GBP Permitted Non-USD Currency Interest Collection Account, as applicable, Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax RIC Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement.
Appears in 2 contracts
Sources: Loan and Security Agreement (Carlyle Credit Solutions, Inc.), Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
Interest 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 Interest Proceeds to the USD Interest Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD a Permitted Non-USD Currency shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection applicable Permitted Non-USD Currency Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in Cash Equivalents with a rate of return that is not less than zero selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For In the avoidance absence of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) such direction amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall such accounts will remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection Account, as applicable, and each Permitted Non-USD Currency Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) and applied to make payments in accordance with this Agreement or to make Permitted Distributions or Permitted RIC Distributions as permitted by this Agreement. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Interest Collection Account, the AUD Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, have been deposited in error or do not otherwise constitute Interest Proceeds (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default or upon Default, at the occurrence direction of a Market Value Event, the Administrative Agent)) on the next succeeding Business Day and applied (i) remitted to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice to at the Administrative Agentdirection of the Company.
Appears in 2 contracts
Sources: Credit and Security Agreement (North Haven Private Income Fund a LLC), Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received by the Company other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof thereof. As used herein, “Interest Proceeds” means all payments of interest received by the Company in accordance with the written direction respect of the Portfolio ManagerInvestments and Eligible Investments (in each case other than accrued interest purchased by the Company using Principal Proceeds, but including proceeds received from the sale of interest accrued after the date on which the Company acquired the related Portfolio Investment), all other payments on the Eligible Investments and all payments of fees and other similar amounts received by the Company or deposited into any of the Accounts (including commitment fees, facility fees, late payment fees, amendment fees, waiver fees, prepayment fees and premiums, customary syndication or other up-front fees and customary administrative agency or similar fees); provided, however, that for the avoidance of doubt, Interest Proceeds shall not include amounts or Eligible Investments in the MV Cure Account or any proceeds therefrom. All Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents dollar-denominated high-grade investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than the end of the then-current next succeeding Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and remitted to the Company to be applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or and Permitted RIC Tax Distributions permitted by Article VI, in accordance each case with this Agreement with two (2) Business Days prior notice to the Administrative Agent.
Appears in 1 contract
Sources: Loan Agreement (Sierra Income Corp)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received by the Company other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof thereof. As used herein, “Interest Proceeds” means all amounts withdrawn from the Interest Reserve Account, all payments of interest received by the Company in accordance with the written direction respect of the Portfolio ManagerInvestments and Eligible Investments (in each case other than accrued interest purchased by the Company, but including proceeds received from the sale of interest accrued after the date on which the Company acquired the related Portfolio Investment), all other payments on the Eligible Investments and all payments of fees and other similar amounts received by the Company or deposited into any of the Accounts (including commitment fees, facility fees, late payment fees, prepayment premiums, amendment fees and waiver fees, but excluding syndication or other up-front fees and administrative agency or similar fees); provided, however, that for the avoidance of doubt, Interest Proceeds shall not include amounts or Eligible Investments in the Coverage Event Cure Account or any proceeds therefrom. All Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Administrative Agent in Cash Equivalents dollar-denominated high-grade investments selected by the Portfolio Manager Company (unless an Event of Default has occurred and is continuing or a Market Value Coverage Event has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than the end of the then-current next succeeding Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (i) to be applied pursuant to the applicable Priority of Payments and (ii) at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Coverage Event, the Administrative Agent)) , to be remitted to the Company to be applied to pay accrued and applied (i) to make payments unpaid interest in respect of any repaid or prepaid portion of the Advance made in accordance with this Agreement (or, upon the occurrence of a Coverage Event or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice to the occurrence and continuance of an Event of Default, as directed by the Administrative Agent).
Appears in 1 contract
Interest Proceeds. (a) The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account all Interest Proceeds received by it immediately upon receipt thereof; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or an applicable Permitted Non-USD Currency Interest Collection Account, the CAD Collection Account, Company shall cause all Interest Proceeds on the EUR Portfolio Investments to be deposited in the Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection AccountAccount or remitted to the Collateral Agent, as applicable, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Company or the Servicer on behalf of the Company.
(b) Subject to the last sentence in Section 4.04(b), Interest Proceeds shall be retained in the Interest Collection Account, the Euro Collection Account, the GBP Collection Account, the CAD Collection Account, the EUR AUD Collection Account, the CHF Collection Account, the DKK Collection Account, the NOK Collection Account, the NZD Collection Account or and the GBP SEK Collection Account, as applicable, and held in cash and/or, in the case of the Interest Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in USD dollar denominated Cash Equivalents selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event Cure Failure has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"); provided that as of the Effective Date, Eligible Investments means Blackrock T-Fund ▇▇▇▇▇▇▇▇▇ - TSTXX. Eligible Investments shall mature no later than the end of the then-current Calculation Period. For In the avoidance absence of doubtany such written direction from the Company (or the Servicer on its behalf) or the Administrative Agent, (i) as applicable, Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited uninvested. Funds in the CAD Euro Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR AUD Collection Account, the CHF Collection Account, the DKK Collection Account, the NOK Collection Account, the NZD Collection Account and the SEK Collection Account, shall remain uninvested.
(c) Interest Proceeds on deposit in the Interest Collection Account or the GBP a Permitted Non-USD Currency Interest Collection Account, as applicable, shall Account may be withdrawn by the Collateral Agent (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 following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and be applied (i) to make payments in accordance with this Agreement the Priority of Payments or (ii) to make a Permitted Distributions or Permitted Tax Distributions Distribution in accordance with this Agreement with two (2) Business Days prior notice Section 4.03(j); provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, following the occurrence of a Market Value Cure Failure, Interest Proceeds on deposit in the Interest Collection Account or a Permitted Non-USD Currency Interest Collection Account may be withdrawn by the Collateral Agent at the written direction and in the sole discretion of the Administrative AgentAgent and be applied to repay the Advances and/or to pay accrued but unpaid interest on the Advances to the Lenders or to any other Secured Obligations.
Appears in 1 contract
Sources: Loan and Security Agreement (Bain Capital Private Credit)
Interest Proceeds. The Company shall notify (or shall cause the Permitted Subsidiary toto notify) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents dollar-denominated high-grade investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent.
Appears in 1 contract
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Interest Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP applicable Non-USD Collection Account, as applicable, Account and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Account or a Permitted Non-USD Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax RIC Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent.
Appears in 1 contract
Interest 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 Interest Proceeds to the USD Interest Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD a Permitted Non-USD Currency shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection applicable Permitted Non-USD Currency Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in Cash Equivalents with a rate of return that is not less than zero selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For In the avoidance absence of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) such direction amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall such accounts will remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection Account, as applicable, and each Permitted Non-USD Currency Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuation of an Event of Default, the Administrative Agent)) and applied to make payments in accordance with this - 66 - Agreement or to make Permitted Distributions or Permitted RIC Distributions as permitted by this Agreement. The Servicer shall notify the Administrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, have been deposited in error or do not otherwise constitute Interest Proceeds (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in such account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default or upon Default, at the occurrence direction of a Market Value Event, the Administrative Agent)) on the next succeeding Business Day and applied (i) remitted to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice to at the Administrative Agentdirection of the Company.
Appears in 1 contract
Sources: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause notify the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection AccountAdministrative Agent, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at and the written direction of the Company (or, upon the occurrence and during the continuance Collateral Administrator by electronic mail of an Event executed document (attached as a .pdf or similar file) of Default any prepayment pursuant to Section 4.03(c)(i)(A) or upon the occurrence of a Market Value EventSection 4.03(c)(i)(C) not later than 2:00 p.m., the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with New York City time, two (2) Business Days prior before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of the Advances to be prepaid. Promptly following receipt of any such notice, the Administrative Agent.Agent shall advise the Lenders of the contents thereof. Except in connection with a Market Value Cure or to cure a Default described in Article VII(n), each partial prepayment of outstanding Advances shall be in an amount not less than U.S.$2,000,000. Prepayments shall be accompanied by accrued and unpaid interest.
Appears in 1 contract
Sources: Fifth Amended and Restated Loan Agreement (WhiteHorse Finance, Inc.)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Interest Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP applicable Non-USD Collection Account, as applicable, Account and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in dollar-denominated Cash Equivalents in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Account or a Permitted Non-USD Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax RIC Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof thereof; provided that Interest Proceeds denominated in accordance with Permitted Non-USD Currencies shall be deposited into the written direction of Euro Interest Collection Account or the Portfolio ManagerGBP Interest Collection Account, as applicable. All Interest Proceeds shall be retained in the USD Interest Collection Account, the CAD Collection Account, the EUR Euro Interest Collection Account or the GBP Interest Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents selected by the Portfolio Investment Manager (unless or, if a Coverage Event has occurred or an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent) ("in Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current next succeeding Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection Account, as applicable, shall may be withdrawn by the Collateral Agent (at the written direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Coverage Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions Distributions, in each case, in accordance with this Agreement and with two (2) Business Days prior notice to the Administrative Agent. Interest Proceeds on deposit in the Euro Interest Collection Account or the GBP Interest Collection Account shall be converted to U.S. dollars at the Spot Rate one (1) Business Day after receipt of such Interest Proceeds and deposited into the USD Interest Collection Account for application as described above at the written direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent). The Investment Manager shall notify the Administrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in the USD Interest Collection Account, the Euro Interest Collection Account or the GBP Interest Collection Account have been deposited in error or do not otherwise constitute Interest Proceeds, whereupon such amounts on deposit in such Account may be withdrawn by the Collateral Agent or Collateral Trustee, as applicable (at the direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company or the Investment Manager on its behalf. Section 4.02.
Appears in 1 contract
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor Portfolio Investment Obligor with respect to each Portfolio Investment (or the relevant agent under the applicable Underlying Definitive Documents) to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, or the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Permitted Non-USD Currency Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. Interest Proceeds on deposit in the Permitted Non-USD Currency Accounts shall be converted to U.S. Dollars at the Spot Rate no later than two (2) Business Days prior to each Interest Payment Date, each Additional Distribution Date and the Maturity Date, as applicable, and deposited into the Collection Account for application as described above at the written direction of the Company or the Portfolio Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent). The Securities Intermediary shall have no liability for any losses including in or resulting from the rates obtained in any such exchange transaction in the absence of its own gross negligence or willful misconduct, as determined by a final nonappealable judgment of a court of competent jurisdiction. For the avoidance of doubt, the Securities Intermediary, in connection with any foreign exchange, shall be entitled to all of its rights, protections, immunities and indemnities provided under this Agreement. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account (or the GBP Collection any Permitted Non-USD Currency Account, as applicable, ) and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in cash or Cash Equivalents denominated in the applicable currency of such account selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than In the end absence of any such written direction from the then-current Calculation Period. For the avoidance of doubt, Company (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection AccountPortfolio Manager on its behalf) or the Administrative Agent, as applicable, and (ii) amounts held in the CAD Collection Accountaccordance with this paragraph, the EUR Collection Account and the GBP Collection Account Interest Proceeds shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account (or the GBP Collection any Permitted Non-USD Currency Account, as applicable, ) shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Portfolio Manager on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with the Priority of Payments or as otherwise permitted under this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Interest Proceeds. 52 -
(a) The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account all Interest Proceeds received by it immediately upon receipt thereof; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or an applicable Permitted Non-USD Currency Interest Collection Account, the CAD Collection Account, Company shall cause all Interest Proceeds on the EUR Portfolio Investments to be deposited in the Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection AccountAccount or remitted to the Collateral Agent, as applicable, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Company or the Servicer on behalf of the Company.
(b) Subject to the last sentence in Section 4.04(b), Interest Proceeds shall be retained in the Interest Collection Account, the Euro Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account, the EUR AUD Interest Collection Account, the NZD Interest Collection Account, the CHF Interest Collection Account, the DKK Interest Collection Account, the NOK Interest Collection Account or the GBP SEK Interest Collection Account, as applicable, and held in cash and/or, in the case of the Interest Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in USD dollar denominated Cash Equivalents selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event Cure Failure has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For In the avoidance absence of doubtany such written direction from the Company (or the Servicer on its behalf) or the Administrative Agent, as applicable, Interest Proceeds shall remain uninvested. Funds in the Euro Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account, the AUD Interest Collection Account, the CHF Interest Collection Account, the DKK Interest Collection Account, the NOK Interest Collection Account, the NZD Interest Collection Account and the SEK Interest Collection Account shall remain uninvested.
(ic) Interest Proceeds received on deposit in any the Interest Collection Account or a Permitted Non-USD Currency shall remain uninvested Interest Collection Account may be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, upon the occurrence and shall during the continuance of an Event of Default or following the occurrence of a Market Value Cure Failure, the Administrative Agent)) and be deposited applied in accordance with the Priority of Payments or to make a Permitted Distribution in accordance with Section 4.03(j); provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, following the occurrence of a Market Value Cure Failure, Interest Proceeds on deposit in the CAD Collection Account, the EUR Interest Collection Account or a Permitted Non-USD Currency Interest Collection Account may be withdrawn by the GBP Collection Account, as applicable, Collateral Agent at the written direction and (ii) amounts held in the CAD Collection Accountsole discretion of the Administrative Agent and be applied to repay the Advances and/or to pay accrued but unpaid interest on the Advances to the Lenders or to any other Secured Obligations.
(d) For purposes of this Section 4.01, references to the EUR Collection Account and the GBP Interest Collection Account shall remain uninvested. Not later than five Business Days be deemed to mean the applicable Pledged Account in respect of any Permitted Subsidiary; provided that, following receipt, the Company shall cause the applicable Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Interest Collection Account (or the applicable Permitted Non-USD Interest Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, ) as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice soon as reasonably practicable pursuant to the Administrative Agentorganizational documents of such Permitted Subsidiary, but not less frequently than quarterly.
Appears in 1 contract
Sources: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor Portfolio Investment Obligor with respect to each Portfolio Investment (or the relevant agent under the applicable Underlying Definitive Documents) to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, or the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Permitted Non- USD Currency Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. Interest Proceeds on deposit in the Permitted Non-USD Currency Accounts shall be converted to U.S. Dollars at the Spot Rate no later than two (2) Business Days prior to each Interest Payment Date, each Additional Distribution Date and the Maturity Date, as applicable, and deposited into the Collection Account for application as described above at the written direction of the Company or the Portfolio Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent). The Securities Intermediary shall have no liability for any losses including in or resulting from the rates obtained in any such exchange transaction in the absence of its own gross negligence or willful misconduct, as determined by a final nonappealable judgment of a court of competent jurisdiction. For the avoidance of doubt, the Securities Intermediary, in connection with any foreign exchange, shall be entitled to all of its rights, protections, immunities and indemnities provided under this Agreement. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account (or the GBP Collection any Permitted Non-USD Currency Account, as applicable, ) and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in cash or Cash Equivalents denominated in the applicable currency of such account selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than In the end absence of any such written direction from the then-current Calculation Period. For the avoidance of doubt, Company (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection AccountPortfolio Manager on its behalf) or the Administrative Agent, as applicable, and (ii) amounts held in the CAD Collection Accountaccordance with this paragraph, the EUR Collection Account and the GBP Collection Account Interest Proceeds shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account (or the GBP Collection any Permitted Non-USD Currency Account, as applicable, ) shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Portfolio Manager on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with the Priority of Payments or as otherwise permitted under this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Interest Proceeds. (a) The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof thereof; provided that Interest Proceeds denominated in accordance with a Permitted Non-USD Currency shall be deposited into the written direction of the Portfolio Manager. applicable Permitted Non-USD Currency Account.
(b) All Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, applicable Permitted Non-USD Currency Account and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Company Administrative Agent in U.S. Dollar-denominated (or denominated in the Portfolio Manager on its behalfapplicable Permitted Non-USD Currency, in the case of Permitted Non-USD Currency Accounts) delivered to the Collateral Agent in Cash Equivalents high-grade investments selected by the Portfolio Manager Company (unless an Event of Default has occurred and is continuing or a Market Value Event Cure Failure has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"), which may include investments with respect to which the Collateral Agent or its Affiliate provides services and receives compensation. Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, next succeeding Payment Date.
(ic) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, shall a Permitted Non-USD Currency Account may be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and be applied (i) to make payments in accordance with the Priority of Payments; provided that, notwithstanding the foregoing or anything to the contrary in this Agreement Agreement, following the occurrence of a Market Value Cure Failure, Interest Proceeds on deposit in the Interest Collection Account or (ii) a Permitted Non-USD Currency Account may be withdrawn by the Collateral Agent at the written direction and in the sole discretion of the Administrative Agent and be applied to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice repay the Advances and/or to pay accrued but unpaid interest on the Advances to the Administrative AgentAgent for ratable distribution to the Lenders or to any other Secured Obligations.
Appears in 1 contract
Sources: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds #90948295v3 received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Interest Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP applicable Non-USD Collection Account, as applicable, Account and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Account or a Permitted Non-USD Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax RIC Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Blackstone Secured Lending Fund)
Interest Proceeds. (a) The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account all Interest Proceeds received by it immediately upon receipt thereof; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Interest Collection Account. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account or an applicable Permitted Non-USD Currency Interest Collection Account, the CAD Collection Account, Company shall cause all Interest Proceeds on the EUR Portfolio Investments to be deposited in the Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection AccountAccount or remitted to the Collateral Agent, as applicable, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Company or the Servicer on behalf of the Company.
(b) Subject to the last sentence in Section 4.04(b), Interest Proceeds shall be retained in the Interest Collection Account, the Euro Collection Account, the GBP Collection Account, the CAD Collection Account, the EUR AUD Collection Account, the CHF Collection Account, the DKK Collection Account, the NOK Collection Account, the NZD Collection Account or and the GBP SEK Collection Account, as applicable, and held in cash and/or, in the case of the Interest Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in USD dollar denominated Cash Equivalents selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event Cure Failure has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”); provided that as of the Effective Date, Eligible Investments means Blackrock T-Fund ▇▇▇▇▇▇▇▇▇ - TSTXX. Eligible Investments shall mature no later than the end of the then-current Calculation Period. For In the avoidance absence of doubtany such written direction from the Company (or the Servicer on its behalf) or the Administrative Agent, (i) as applicable, Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited uninvested. Funds in the CAD Euro Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR AUD Collection Account, the CHF Collection Account, the DKK Collection Account, the NOK Collection Account, the NZD Collection Account and the SEK Collection Account, shall remain uninvested.
(c) Interest Proceeds on deposit in the Interest Collection Account or the GBP a Permitted Non-USD Currency Interest Collection Account, as applicable, shall Account may be withdrawn by the Collateral Agent (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 following the occurrence of a Market Value EventCure Failure, the Administrative Agent)) and be applied (i) to make payments in accordance with this Agreement the Priority of Payments or (ii) to make a Permitted Distributions or Permitted Tax Distributions Distribution in accordance with this Agreement with two (2) Business Days prior notice Section 4.03(j); provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, following the occurrence of a Market Value Cure Failure, Interest Proceeds on deposit in the Interest Collection Account or a Permitted Non-USD Currency Interest Collection Account may be withdrawn by the Collateral Agent at the written direction and in the sole discretion of the Administrative AgentAgent and be applied to repay the Advances and/or to pay accrued but unpaid interest on the Advances to the Lenders or to any other Secured Obligations.
Appears in 1 contract
Sources: Loan and Security Agreement (Bain Capital Private Credit)
Interest 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 denominated in USD to the USD Pass-Through Collection Account. Upon identification of such amounts as Interest Proceeds or Principal Proceeds, such amounts shall be withdrawn from the USD Pass-Through Collection Account and deposited to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment denominated in a Permitted Non-USD Currency to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the USD Pass-Through Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR USD Interest Collection Account or the GBP Collection applicable Permitted Non-USD Currency Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds shall be retained in the applicable Interest Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in . In the case of the USD Interest Collection Account, such amounts shall be invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to in ▇▇ ▇▇▇▇▇▇ U.S. Government Money Market Fund (1086) Premier Share Class (the Collateral Agent in “Standby Directed Investment”) or such other Cash Equivalents with a rate of return that is greater than zero selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For In the avoidance absence of doubtany such direction, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall such accounts will remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Portfolio Manager on its behalf (or, upon following the occurrence and during the continuance continuation of an Event of Default or upon the occurrence of a Market Value EventDefault, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax RIC Distributions in accordance with as permitted by this Agreement or, at the request of the Company and with two (2) Business Days prior notice to the approval of the Administrative AgentAgent (other than in connection with any Borrowing Base Cure, in which case the Company shall provide written notice prior to such deposit), to be deposited into the Principal Collection Account and become Principal Collection Proceeds.
Appears in 1 contract
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager. Notwithstanding the foregoing, Interest Proceeds denominated in Permitted Non-USD Currencies shall be deposited into the applicable Non-USD Collection Account in the manner provided above. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP applicable Non-USD Collection Account, as applicable, Account and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash Equivalents in the applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Account or a Permitted Non-USD Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax RIC Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Blackstone Secured Lending Fund)
Interest Proceeds. The Company shall notify (or shall cause the Permitted Subsidiary toto notify) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in Cash dollar-denominated high-grade investmentsCash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent.
Appears in 1 contract
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD a Permitted Non-USD Currency shall be deposited into the CAD Collection Account, (ii) applicable Permitted Non-USD Currency Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP an applicable Permitted Non-USD Currency Interest Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account and held in cash and/or, and/or (other than in the case of the Permitted Non-USD Interest Collection Account, Accounts in respect of Euros and AUD) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager Servicer on its behalf) delivered to the Collateral Agent in Cash Equivalents denominated in the applicable Currency selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Interest Collection Account or the GBP an applicable Permitted Non-USD Currency Interest Collection Account, as applicable, Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax RIC Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative AgentAgreement.
Appears in 1 contract
Sources: Loan and Security Agreement (CCS IX Portfolio Holdings, LLC)
Interest Proceeds. The Company shall notify (or shall cause the Permitted Subsidiary toto notify) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager. Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in dollar-denominated Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement with two (2) Business Days prior notice to the Administrative Agent.
Appears in 1 contract
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received by the Company other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof thereof. As used herein, “Interest Proceeds” means all payments of interest received in accordance with the written direction respect of the Portfolio ManagerInvestments and Eligible Investments acquired with the proceeds of Portfolio Investments (in each case other than accrued interest purchased using Principal Proceeds, but including proceeds received from the sale of interest accrued after the date on which the Company acquired the related Portfolio Investment), all other payments on the Eligible Investments acquired with the proceeds of Portfolio Investments (for the avoidance of doubt, such other payments shall not include principal payments (including, without limitation, prepayments, repayments or sale proceeds) with respect to Eligible Investments acquired with Principal Proceeds) and all payments of fees, dividends and other similar amounts received in respect of the Portfolio Investments or deposited into any of the Accounts (including closing fees, commitment fees, facility fees, late payment fees, amendment fees, waiver fees, prepayment fees and premiums, ticking fees, delayed compensation, customary syndication or other up-front fees and customary administrative agency or similar fees); provided, however, that for the avoidance of doubt, Interest Proceeds shall not include amounts or Eligible Investments in the MV Cure Account or any proceeds therefrom. All Interest Proceeds shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in dollar-denominated Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than the end of the then-current next succeeding Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and remitted to the Company to be applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or and Permitted RIC Tax Distributions permitted by Article VI, in accordance each case with this Agreement with two (2) Business Days prior notice to the Administrative Agent.. As used herein:
Appears in 1 contract
Sources: Loan Agreement (Sierra Income Corp)
Interest Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable Pledged Account); provided that (i) Interest Proceeds denominated in CAD shall be deposited into the CAD Collection Account, (ii) Interest Proceeds denominated in EUR shall be deposited into the EUR Collection Account and (iii) Interest Proceeds denominated in GBP shall be deposited into the GBP Collection Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, all Interest Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. Interest Proceeds on deposit in the Permitted Non-USD Currency Accounts shall be converted to U.S. dollars at the Spot Rate no later than two (2) Business Days prior to each Interest Payment Date, each Additional Payment Date and the Maturity Date and deposited into the Collection Account for application as described above at the written direction of the Company or the Portfolio Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent). Interest Proceeds deposited into the Collection Account shall be retained in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account, and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in U.S. dollar denominated Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) ("“Eligible Investments"”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited in the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, and (ii) amounts held in the CAD Collection Account, the EUR Collection Account and the GBP Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account. Interest Proceeds on deposit in the Collection Account, the CAD Collection Account, the EUR Collection Account or the GBP Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon following the occurrence and during the continuance of an Event of Default or upon following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance with this Agreement Agreement. The Portfolio Manager shall notify the Administrative Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts in the Collection Account have been deposited in error or do not otherwise constitute Interest Proceeds, whereupon such amounts on deposit in the Collection Account may be withdrawn by the Collateral Agent (at the direction of the Company and with two written confirmation from the Administrative Agent (2) Business Days prior notice to or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.
Appears in 1 contract
Sources: Loan and Security Agreement (Corporate Capital Trust, Inc.)