Remittance Procedures. The Servicer shall instruct the Account Bank by delivery of the Servicing Report to the Account Bank and the Collateral Agent and, if the Servicer fails to do so, the Collateral Agent may instruct the Account Bank, to apply funds on deposit in the Controlled Accounts as described in this Section 2.04; provided that, at any time after delivery of a Notice of Exclusive Control that has not been rescinded by the Collateral Agent, the Collateral Agent shall instruct the Account Bank to apply funds on deposit in the Controlled Accounts as described in this Section 2.04. Any transfers or payments made pursuant to this Agreement shall be made by wire transfer in immediately available funds as directed in writing by the Servicer or the Collateral Agent, as applicable, to the Account Bank and in no event shall the Account Bank be required to disburse any funds via check; provided, that the Account Bank may require certain information for verification purposes prior to processing any such wire transfer. (a) Interest Collections prior to the end of the Reinvestment Period or an Event of Default. Prior to the end of the Reinvestment Period or the occurrence of an Event of Default (that has not been waived) or the Facility Maturity Date, on each Payment Date the Servicer shall (or, after delivery of a Notice of Exclusive Control, the Collateral Agent shall) direct the Account Bank to transfer Interest Collections held by the Account Bank in the Interest Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the applicable Governmental Authority, any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio; provided that amounts payable with respect to this clause (i) shall not exceed $100,000 for any 12-month period; (ii) to the Collateral Custodian, the Collateral Administrator and the Account Bank, in payment in full of all accrued Collateral Administrator, Collateral Custodian and AmericasActive:18709990.5
Appears in 1 contract
Sources: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Remittance Procedures. The Servicer shall instruct the Account Bank by delivery of the Servicing Report to the Account Bank and the Collateral Agent and, if the Servicer fails to do so, the Collateral Agent may instruct the Account Bank, to apply funds on deposit in the Controlled Accounts as described in this Section 2.04; provided that, at any time after delivery of a Notice of Exclusive Control that has not been rescinded by the Collateral Agent, the Collateral Agent shall instruct the Account Bank to apply funds on deposit in the Controlled Accounts as described in this Section 2.04. Any transfers or payments made pursuant to this Agreement shall be made by wire transfer in immediately available funds as directed in writing by the Servicer or the Collateral Agent, as applicable, to the Account Bank and in no event shall the Account Bank be required to disburse any funds via check; provided, that the Account Bank may require certain information for verification purposes prior to processing any such wire transfer.
(a) Interest Collections prior to the end of the Reinvestment Period or an Event of Default. Prior to the end of the Reinvestment Period or the occurrence of an Event of Default (that has not been waived) or the Facility Maturity Date, on each Payment Date the Servicer shall (or, after delivery of a Notice of Exclusive Control, the Collateral Agent shall) direct the Account Bank to transfer Interest Collections held by the Account Bank in the Interest Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:
(i) to the applicable Governmental Authority, any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio; provided that amounts payable with respect to this clause (i) shall not exceed $100,000 for any 12-month period;
(ii) to the Collateral Custodian, the Collateral Administrator and the Account Bank, in payment in full of all accrued Collateral Administrator, Collateral Custodian and AmericasActive:18709990.5Account Bank Fees and Collateral Administrator, Collateral Custodian and Account Bank Expenses; as set forth in the Collateral Administrator, Collateral Custodian and Account Bank Fee Letter; provided that amounts payable with respect to clause (ii) shall not exceed $200,000 for any 12-month period;
(iii) to the Collateral Agent, in payment in full of all Collateral Agent Expenses; provided that amounts payable with respect to Collateral Agent Expenses pursuant to this clause (iii) (and Section 2.04(b)(i) and (c)(iii), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; provided further that if there are any indemnification obligations owed to the Collateral Agent which cause such amounts payable to exceed $50,000 for any 12-month period, then such amounts payable pursuant to this clause (iii) (and Section 2.04(b)(i) and (c)(iii), if applicable) shall not, collectively exceed $100,000 for any 12-month period;
(iv) to the Servicer, in payment in full of all accrued and unpaid Senior Servicing Fees;
(v) to the Administrative Agent, all accrued and unpaid fees, out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses), indemnity amounts, amounts owed pursuant to Erroneous Payment Subrogation Rights and any other administrative expenses and amounts payable by the Borrower to the Administrative Agent under the Transaction Documents;
(vi) pro rata, in accordance with the amounts due under this clause, to each Lender, all Yield and the Non-Usage Fee that are accrued and unpaid as of the last day of the related Remittance Period;
(vii) pro rata, to each Lender, all accrued and unpaid fees (including Breakage Fees and any applicable Make-Whole Premium in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b)), out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to any Lender under the Transaction Documents;
(viii) to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency or to satisfy the Minimum Equity Condition, as applicable;
(ix) at the discretion of the Servicer, to the Unfunded Exposure Account up to an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure Equity Amount;
(x) to pay the Advances Outstanding in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b);
(xi) to the Transferor as a Permitted RIC Distribution;
(xii) to the applicable Governmental Authority, in payment of any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio to the extent not previously paid;
(xiii) to the Collateral Administrator, the Collateral Custodian and the Account Bank, in payment in full of all accrued Collateral Administrator, Collateral Custodian and Account Bank Fees and Collateral Administrator, Collateral Custodian and Account Bank Expenses to the extent not previously paid;
(xiv) to the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid;
(xv) to the Servicer (x) first, in payment in full of all accrued and unpaid Subordinated Servicing Fees and (y) second, in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; and
(xvi) so long as no Unmatured Event of Default has occurred and is continuing, to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment), any remaining amounts.
(b) Principal Collections prior to the end of the Reinvestment Period or an Event of Default. Prior to the end of the Reinvestment Period or the occurrence of an Event of Default (that has not been waived) or the Facility Maturity Date, on each Payment Date the Servicer shall (or after delivery of a Notice of Exclusive Control, the Collateral Agent shall) direct the Account Bank to transfer Principal Collections held by the Account Bank in the Principal Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:
(i) to pay amounts due under Section 2.04(a) (i) through (vii), to the extent not paid thereunder;
(ii) to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency or to satisfy the Minimum Equity Condition, as applicable;
(iii) at the discretion of the Servicer, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(iv) to pay the Advances Outstanding in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b);
(v) to the Transferor as a Permitted RIC Distribution;
(vi) to the applicable Governmental Authority, in payment of any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio to the extent not previously paid;
(vii) to the Collateral Custodian, the Collateral Administrator and the Account Bank in payment in full of all accrued Collateral Administrator, Collateral Custodian and Account Bank Fees and Collateral Administrator, Collateral Custodian and Account Bank Expenses to the extent not previously paid;
(viii) to the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid;
(ix) to the Servicer, to the extent not previously paid (x) first, in payment in full of all accrued and unpaid Subordinated Servicing Fees and (y) second, in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; and
(x) so long as no Unmatured Event of Default has occurred and is continuing, to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment), any remaining amounts.
(c) Transfers after the Reinvestment Period or upon the occurrence of an Event of Default. After the Reinvestment Period or if an Event of Default has occurred (and has not been waived) or, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Payment Date thereafter, the Servicer shall (or after delivery of a Notice of Exclusive Control, the Collateral Agent shall) direct the Account Bank to transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:
(i) to the applicable Governmental Authority, any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio; provided that amounts payable with respect to this clause (i) shall not exceed $100,000 for any 12-month period;
(ii) to the Collateral Administrator, the Collateral Custodian and the Account Bank, in payment in full of all accrued Collateral Administrator, Collateral Custodian and Account Bank Fees and Collateral Administrator, Collateral Custodian and Account Bank Expenses as set forth in the Collateral Administrator, Collateral Custodian and Account Bank Fee Letter; provided that amounts payable with respect to clause (ii) shall not exceed $200,000 for any 12-month period; provided, further, that upon the commencement of the exercise of remedies pursuant to Section 7.02 following an Event of Default, such cap shall not apply;
(iii) to the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses; provided that amounts payable with respect to Collateral Agent Expenses pursuant to this clause (iii) (and Section 2.04(a)(iii) and (b)(i), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; provided further that if there are any indemnification obligations owed to the Collateral Agent which cause such amounts payable to exceed $50,000 for any 12-month period, then such amounts payable pursuant to this clause (iii) (and Section 2.04(a)(iii) and (b)(i), if applicable) shall not, collectively exceed $100,000 for any 12-month period;
(iv) to the Servicer, in payment in full of all accrued and unpaid Senior Servicing Fees;
(v) to the Administrative Agent, all accrued and unpaid fees, out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses), indemnity amounts, amounts owed pursuant to Erroneous Payment Subrogation Rights and any other administrative expenses and amounts payable by the Borrower to the Administrative Agent under the Transaction Documents;
(vi) to the Servicer, in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; provided that amounts payable with respect to Servicer expenses pursuant to this clause (vi) and Section 2.04(b)(i) and 2.04(a)(vi), if applicable) shall not, collectively, exceed $50,000 for any 12-month period;
(vii) pro rata, in accordance with the amounts due under this clause, to each Lender, all Yield and the Non-Usage Fee that are accrued and unpaid as of the last day of the related Remittance Period;
(viii) pro rata, to each Lender, all accrued and unpaid fees (including Breakage Fees and any applicable Make-Whole Premium in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b)), out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to any Lender under the Transaction Documents;
(ix) to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(x) to pay the Advances Outstanding, until paid in full;
(xi) to the applicable Governmental Authority, in payment of any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio to the extent not previously paid;
(xii) to the Collateral Custodian and the Account Bank, in payment in full of all accrued Collateral Custodian and Account Bank Fees and Collateral Custodian and Account Bank Expenses to the extent not previously paid;
(xiii) to the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid;
(xiv) to the Transferor as a Permitted RIC Distribution;
(xv) to the Servicer (x) first, in payment in full of all accrued and unpaid Subordinated Servicing Fees and (y) second, to the extent not previously paid, in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; and
(xvi) to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment), any remaining amounts.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Remittance Procedures. The Servicer shall instruct the Account Bank by delivery of the Servicing Report to the Account Bank and the Collateral Agent and, if the Servicer fails to do so, the Collateral Agent may instruct the Account Bank, to apply funds on deposit in the Controlled Accounts as described in this Section 2.04; provided that, at any time after delivery of a Notice of Exclusive Control that has not been rescinded by the Collateral Agent, the Collateral Agent shall instruct the Account Bank to apply funds on deposit in the Controlled Accounts as described in this Section 2.04. Any transfers or payments made pursuant to this Agreement shall be made by wire transfer in immediately available funds as directed in writing by the Servicer or the Collateral Agent, as applicable, to the Account Bank and in no event shall the Account Bank be required to disburse any funds via check; provided, that the Account Bank may require certain information for verification purposes prior to processing any such wire transfer.
(a) Interest Collections Payments prior to the end of the Reinvestment Period Facility Maturity Date or an Event of Default. Prior to the end of the Reinvestment Period or the occurrence of an Event of Default (that has not been waived) or the Facility Maturity Date, on each Payment Date the Servicer shall (or, after delivery of a Notice of Exclusive Control, the Collateral Agent shall) direct the Account Bank to transfer Interest Collections held by the Account Bank in the Interest Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:
(i) to the applicable Governmental Authority, any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio; provided that amounts payable with respect to this clause (i) shall not exceed $100,000 for any 12-month period;
(ii) to the Collateral CustodianCustodian and the Account Bank, in payment in full of all accrued (A) Collateral Custodian and Account Bank Fees and (B) Collateral Custodian and Account Bank Expenses as set forth in the Collateral Administrator Custodian and Account Bank Fee Letter; provided that amounts payable with respect to clause (ii)(B) shall not exceed $125,000 for any 12-month period;
(iii) to the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses; provided that amounts payable with respect to Collateral Agent Expenses pursuant to this clause (iii) (and Section 2.04(b)(i) and (c)(iii), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; provided further that if there are any indemnification obligations owed to the Collateral Agent which cause such amounts payable to exceed $50,000 for any 12-month period, then amounts payable pursuant to this clause (iii) (and Section 2.04(b)(i) and (c)(iii), if applicable) shall not, collectively exceed $100,000 for any 12-month period;
(iv) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees;
(v) to the Administrative Agent, all accrued and unpaid fees, out-of- pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses), indemnity amounts, amounts owed pursuant to Erroneous Payment Subrogation Rights and any other administrative expenses and amounts payable by the Borrower to the Administrative Agent under the Transaction Documents;
(vi) pro rata, in accordance with the amounts due under this clause, to each Lender, all Yield and the Non-Usage Fee that are accrued and unpaid as of the last day of the related Remittance Period;
(vii) pro rata, to each Lender, all accrued and unpaid fees (including Breakage Fees and any applicable Make-Whole Premium in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b)), out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to any Lender under the Transaction Documents;
(viii) at the discretion of the Servicer, to the Unfunded Exposure Account up to an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure Equity Amount;
(ix) to pay Advances Outstanding to the extent required to satisfy any outstanding Borrowing Base Deficiency or satisfy the Minimum Equity Condition (on a pro forma basis after giving effect to the payment to be made on such Payment Date);
(x) to pay the Advances Outstanding in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b);
(xi) to the Transferor as a Permitted RIC Distribution as directed by the Servicer;
(xii) to the applicable Governmental Authority, in payment of any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio to the extent not previously paid;
(xiii) to the Collateral Custodian and the Account Bank, in payment in full of all accrued Collateral Administrator, Custodian and Account Bank Fees and Collateral Custodian and AmericasActive:18709990.5Account Bank Expenses to the extent not previously paid;
(xiv) to the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid;
(xv) to the Servicer, to the extent not previously paid, in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; and
(xvi) to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment), any remaining amounts; provided that, on a pro forma basis, no Borrowing Base Deficiency exists after giving effect to such payment.
(b) Principal Payments prior to the Facility Maturity Date or an Event of Default. Prior to the occurrence of an Event of Default (that has not been waived) or the Facility Maturity Date, on each Payment Date the Servicer shall (or after delivery of a Notice of Exclusive Control, the Collateral Agent shall) transfer Principal Collections held by the Account Bank in the Principal Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:
(i) to pay amounts due under Section 2.04(a)(i) through (vii), to the extent not paid thereunder;
(ii) at the discretion of the Servicer, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure Equity Amount;
(iii) to pay Advances Outstanding to the extent required to satisfy any outstanding Borrowing Base Deficiency or satisfy the Minimum Equity Condition (on a pro forma basis after giving effect to the payment to be made on such Payment Date);
(iv) after the Reinvestment Period, first to pay to the Administrative Agent to reduce Advances Outstanding to zero and second to pay the other Obligations of the Secured Parties until paid in full;
(v) first, to pay any applicable Make-Whole Premium and second, to pay the Advances Outstanding in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b);
(vi) to the Transferor as a Permitted RIC Distribution as directed by the Servicer;
(vii) to the applicable Governmental Authority, any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio to the extent not previously paid;
(viii) to the Collateral Custodian and the Account Bank, in payment in full of all accrued Collateral Custodian and Account Bank Fees and Collateral Custodian and Account Bank Expenses to the extent not previously paid;
(ix) to the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid;
(x) to the Servicer, to the extent not previously paid, in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; and
(xi) to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment), any remaining amounts; provided that, on a pro forma basis, no Borrowing Base Deficiency exists after giving effect to such payment.
(c) Transfers after the Facility Maturity Date or upon the occurrence of an Event of Default. After an Event of Default has occurred (and has not been waived) or, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Payment Date thereafter, the Servicer shall (or after delivery of a Notice of Exclusive Control, the Collateral Agent shall) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:
(i) to the applicable Governmental Authority, any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio; provided that amounts payable with respect to this clause (i) shall not exceed $100,000 for any 12-month period;
(ii) to the Collateral Custodian and the Account Bank, in payment in full of all accrued Collateral Custodian and Account Bank Fees and Collateral Custodian and Account Bank Expenses as set forth in the Collateral Custodian and Account Bank Fee Letter;
(iii) to the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses; provided that amounts payable with respect to Collateral Agent Expenses pursuant to this clause (iii) (and Section 2.04(a)(iii) and (b)(i), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; provided further that if there are any indemnification obligations owed to the Collateral Agent which cause such amounts payable to exceed $50,000 for any 12-month period, then amounts payable pursuant to this clause (iii) (and Section 2.04(a)(iii) and (b)(i), if applicable) shall not, collectively exceed $100,000 for any 12-month period;
(iv) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees;
(v) to the Administrative Agent, all accrued and unpaid fees, out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses), indemnity amounts, amounts owed pursuant to Erroneous Payment Subrogation Rights and any other administrative expenses and amounts payable by the Borrower to the Administrative Agent under the Transaction Documents;
(vi) pro rata, in accordance with the amounts due under this clause, to each Lender, all Yield and the Non-Usage Fee that are accrued and unpaid as of the last day of the related Remittance Period;
(vii) pro rata, to each Lender, all accrued and unpaid fees (including Breakage Fees and any applicable Make-Whole Premium in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b)), out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to any Lender under the Transaction Documents;
(viii) to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(ix) first to pay the Advances Outstanding, until paid in full and second to pay the other Obligations of the Secured Parties until paid in full;
(x) to the applicable Governmental Authority, in payment of any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio to the extent not previous paid;
(xi) to the Transferor as a Permitted RIC Distribution as directed by the Servicer;
(xii) to the Collateral Custodian and the Account Bank, in payment in full of all accrued Collateral Custodian and Account Bank Fees and Collateral Custodian and Account Bank Expenses to the extent not previously paid;
(xiii) to the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid;
(xiv) to the Servicer, to the extent not previously paid, in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; and
(xv) to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment), any remaining amounts.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Onex Direct Lending BDC Fund)
Remittance Procedures. The (a) On each Remittance Date, the Servicer, as agent for the Agent and the Lenders, and with the consent of the Agent, which consent shall be deemed to be granted by the Agent if the amounts to be remitted by the Servicer are in accordance with the waterfall provisions set forth in this Section 2.04 and the Agent shall fail to make any objections to the Remittance Report, shall instruct the Collection Account Bank by delivery of the Servicing Report to the Account Bank and the Collateral Agent and, if the Servicer fails to do so, the Collateral Agent may instruct the Collection Account Bank, to apply funds on deposit in the Controlled Accounts Collection Account, as of the day immediately preceding such Remittance Date, as described in this Section 2.04; provided that, at any time after delivery of a Notice of Exclusive Control that has not been rescinded by the Collateral Agent, the Collateral Agent shall instruct the Account Bank to apply funds on deposit in the Controlled Accounts as described in this Section 2.04. Any transfers or payments made pursuant to this Agreement shall be made by wire transfer in immediately available funds as directed in writing by the Servicer or the Collateral Agent, as applicable, to the Account Bank and in no event shall the Account Bank be required to disburse any funds via check; provided, that the Account Bank may require certain information for verification purposes prior to processing any such wire transfer.
(a) Interest Collections prior to the end of the Reinvestment Period or an Event of Default. Prior to the end of the Reinvestment Period or the occurrence of an Event of Default (that has not been waived) or the Facility Maturity Date, on each Payment Date the Servicer shall (or, after delivery of a Notice of Exclusive Control, the Collateral Agent shall) direct the Account Bank to transfer Interest Collections held by the Account Bank in the Interest Collection Account to the following Persons 2.04 in the following amounts, calculated as of the most recent Determination Date, amounts and priority:
(i) to the applicable Governmental AuthorityServicer in an amount equal to the Servicing Fee which is accrued and unpaid as of the day immediately preceding such Remittance Date, together with any Tax or withholding for or on account of any Tax which could result in a Lien Servicing Fee that was not paid on any of the Collateral Portfolio; provided that amounts payable with respect to this clause (i) shall not exceed $100,000 for any 12-month periodprior Remittance Date;
(ii) to the Collateral CustodianServicer in an amount equal to any Servicer Advances not previously reimbursed to the Servicer;
(iii) to the Manager in an amount equal to the Management Fee which is accrued and unpaid as of the day immediately preceding such Remittance Date, together with any Management Fee that was not paid on any prior Remittance Date;
(iv) to the Collateral Administrator Agent for the account of the Lenders in an amount equal to (and for the pro rata payment of) (A) the Fees which are due and payable on such Remittance Date pursuant to the terms hereof and the terms of the Fee Letter, (B) any increased costs or increased capital requirements required to be paid under Section 2.07 to the extent not already paid by the Company, (C) any Taxes required to be paid under Section 2.08 to the extent not already paid by the Company, and (D) all interest on the Loan which are accrued and unpaid as of the day immediately preceding such Remittance Date;
(v) to the Reserve Account Bankin an amount equal to the amount by which the Required Reserve Amount exceeds the amount of funds maintained in the Reserve Account as of the Remittance Date;
(vi) if such Remittance Date occurs prior to the Early Amortization Commencement Date, to the Agent for the account of the Lenders in payment an amount equal to the amount by which the aggregate amount of the Loan Outstanding exceeds the Maximum Loan Amount after giving effect to required reduction of the Maximum Loan Amount on such Remittance Date;
(vii) if such Remittance Date occurs on or after the occurrence of any Early Amortization Commencement Date and if the Early Amortization Event that gave rise to such Early Amortization Commencement Date is continuing, to the Agent for the account of the Lenders for the repayment of Loans Outstanding in full an amount equal to the lesser of (A) all remaining funds in the Collection Account and (B) an amount necessary to repay the Loans Outstanding in full;
(viii) at any time after the occurrence of a Servicer Default and the appointment of the replacement Servicer as the Servicer hereunder, to the former Servicer in an amount equal to (if any) the Servicing Fee which had previously accrued but was unpaid as of the last day of the preceding month;
(ix) at any time after the occurrence of a Manager Default and the appointment of the replacement Manager as the Manager hereunder, to the former Manager in an amount equal to (if any) the Manager Fee which had previously accrued but was unpaid as of the last day of the preceding month;
(x) to the Agent for the account of the Lenders for the repayment of all accrued Collateral Administratorother Obligations (other than those set forth in clauses (v), Collateral Custodian (vi), (vii) and AmericasActive:18709990.5(viii) above) then due and payable; and
(xi) any remaining amounts to the Company or to such other Persons as the Company may direct so long as such directive does not violate the terms of this Agreement or any other Transaction Document.
Appears in 1 contract
Sources: Loan and Security Agreement (Iconix Brand Group, Inc.)
Remittance Procedures. The Servicer Servicer, as agent for the Administrative Agent and the Lender, shall instruct the Account Bank by delivery of the Servicing Report to the Account Bank and the Collateral Agent and, if the Servicer fails to do so, the Administrative Agent or the Collateral Agent may instruct the Account Bank, to apply funds on deposit in the Controlled Accounts as described in this Section 2.04; provided that, at any time after delivery of a Notice of Exclusive Control that has not been rescinded by (as defined in the Collateral AgentControl Agreement), the Administrative Agent or the Collateral Agent shall instruct the Account Bank to apply funds on deposit in the Controlled Accounts as described in this Section 2.04. Any transfers or payments made pursuant to this Agreement shall be made by wire transfer in immediately available funds as directed in writing by the Servicer or the Collateral Agent, as applicable, to the Account Bank and in no event shall the Account Bank be required to disburse any funds via check; provided, that the Account Bank may require certain information for verification purposes prior to processing any such wire transfer.
(a) Interest Collections prior to the end of Payments During the Reinvestment Period or and Absent an Event of Default. Prior to the end of On each Payment Date during the Reinvestment Period or the occurrence of an Period, but so long as no Event of Default (that has not been waived) occurred and, in any case, prior to the declaration or automatic occurrence of the Facility Maturity Date, on each Payment Date the Servicer shall (orshall, after delivery pursuant to the first paragraph of a Notice of Exclusive Controlthis Section 2.04, the Collateral Agent shall) direct the Account Bank to transfer Interest Collections held by the Account Bank in the Interest Collection Account Account, in accordance with the Servicing Report, to the following Persons in the following amountsamounts and priority, calculated as of the most recent Determination Date immediately prior to such Payment Date, and priority:
(i) pari passu to the applicable Governmental Authority, any Tax or withholding for or on account of any Tax which could result in a Lien on any of (a) the Collateral Portfolio; provided that amounts payable with respect to this clause Agent, in payment in full of all accrued and unpaid Collateral Agent Fees and all Collateral Agent Expenses, and (ib) shall not exceed $100,000 for any 12-month period;
(ii) to the Collateral Custodian, the Collateral Administrator Custodian and the Account Bank, in payment in full of all accrued and unpaid Collateral Administrator, Custodian Fees and the Collateral Custodian Expenses; provided that amounts payable to the Collateral Agent for the Collateral Agent Expenses and the Collateral Custodian and AmericasActive:18709990.5the Bank for the Collateral Custodian Expenses pursuant to the foregoing clauses (a) and (b) shall not exceed $15,000 for any Payment Date;
(ii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees;
(iii) to the Administrative Agent, all accrued and unpaid fees, expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Administrative Agent under the Transaction Documents;
(iv) to the Lender, (a) all Yield payable on such Payment Date in accordance with the definition of “Yield”, (b) the Non-Usage Fee to the extent that such Non-Usage Fee is accrued and unpaid as of the last day of the related Remittance Period and (c) any Upfront Fee to the extent that such Upfront Fee is accrued and unpaid on such Payment Date;
(b) Notwithstanding any other provision hereof, the Borrower shall not terminate this Agreement or any other Transaction Document during the Non-Call Period. After the expiration of the Non-Call Period but prior to the second anniversary of the First Amendment Effective Date, (i) upon three Business Days’ prior written notice to the Administrative Agent and the Collateral Agent and only so long as no Event of Default has occurred and no Unmatured Event of Default exists, the Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and the Lender, the Make-Whole Premium and all other Obligations (other than unmatured contingent obligations) and (ii) with the prior written consent of the Administrative Agent, the Borrower may reduce the Maximum Facility Amount upon payment in full of the Make-Whole Premium, payment of all other Obligations (other than unmatured contingent indemnification obligations) and delivery of a Notice of Reduction at least one Business Day prior to such reduction; provided that no Event of Default or Unmatured Event of Default would result from such reduction in the Maximum Facility Amount. Any termination of this Agreement shall be subject to Section 11.05. From and after the second anniversary of the First Amendment Effective Date, the Borrower may, at its option, terminate this Agreement and the other Transaction Documents or reduce the Maximum Facility Amount, as applicable, upon three Business Days’ prior written notice to the Administrative Agent and the Collateral Agent and only so long as no Event of Default has occurred and no Unmatured Event of Default exists. From and after the second anniversary of the First Amendment Effective Date and subject to the satisfaction of the conditions set forth in the immediately preceding sentence, the Borrower may terminate this Agreement upon indefeasible payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Collateral Agent, the Administrative Agent and the Lender and payment of all other Obligations (other than unmatured contingent obligations) (but without the payment of any prepayment premiums, including the Make-Whole Premium, or prepayment fees).
Appears in 1 contract
Sources: Omnibus Amendment
Remittance Procedures. The Servicer shall instruct the Account Bank by delivery of the Servicing Report to the Account Bank and the Collateral Agent and, if the Servicer fails to do so, the Administrative Agent may, instruct the Collateral Agent may instruct the Account Bank, to apply funds on deposit in the Controlled Accounts as described in this Section 2.04; provided that, at any time after delivery of a any Notice of Exclusive Control that has not been rescinded by the Collateral Agentfollowing an Event of Default, the Collateral Administrative Agent shall instruct the Account Bank Collateral Agent to apply funds on deposit in the Controlled Accounts as described in this Section 2.04. Any transfers or payments made pursuant to this Agreement shall be made by wire transfer in immediately available funds as directed in writing by the Servicer or the Collateral Agent, as applicable, to the Account Bank and in no event shall the Account Bank be required to disburse any funds via check; provided, that the Account Bank may require certain information for verification purposes prior to processing any such wire transfer.
(a) Interest Collections prior to the end of the Reinvestment Period or Payments Absent an Event of Default. Prior On each Payment Date prior to the end of the Reinvestment Period or the occurrence of an Event of Default (that has not been waived) or the Facility Maturity Date, on each Payment Date the Servicer shall (or, after delivery so long as no Event of a Notice of Exclusive ControlDefault has occurred and is continuing, the Collateral Agent shallshall (as directed pursuant to the first paragraph of this Section 2.04) direct the Account Bank to transfer Interest Collections held by the Account Bank in the Interest Collection Account Account, in accordance with the Servicer Quarterly Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date immediately preceding any Payment Date, and priority:
: (i) to the applicable Governmental Authoritypayment of Taxes, any Tax registration and filing fees then due and owing by the Borrower or withholding for or on account of any Tax which could result in a Lien on any the Equityholder that are attributable solely to the operations of the Collateral PortfolioBorrower; provided that the aggregate amounts payable with respect to under this clause (i) shall not exceed $100,000 for any 12-month period;
the Tax Expense Cap; (ii) to the Collateral Custodian, payment of accrued and unpaid Administrative Expenses; provided that the Collateral Administrator and aggregate amounts payable under this clause (ii) shall not exceed the Account BankAdministrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicer Fees reimbursable or owing under the terms of the Servicing Agreement; (iv) pro rata, to each Lender, all Yield, the Unused Fee, any Breakage Fees and any accrued and unpaid Prepayment Premium; (v) pro rata, to each Lender and the Administrative Agent, all accrued and unpaid fees, expenses (including attorneys’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding (1) to the extent necessary to eliminate any outstanding Borrowing Base Deficiency or cause the Portfolio ICR Test to be satisfied, as applicable, on a pro forma basis after giving effect to all payments through this clause (vi) or (2) if the Portfolio ICR Test is not satisfied, until the Portfolio ICRTest would be satisfied on a pro forma basis after giving effect to all payments through this clause (vi); (vii) during the Amortization Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (viii) (vii) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (ix) (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitations contained therein; (x) (ix) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents;
(b) Principal Payments Absent an Event of Default. On each Payment Date, so long as no Event of Default has occurred and is continuing, and in any case prior to the Facility Maturity Date, the Collateral AdministratorAgent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer Principal Collections held by the Account Bank in the Collection Account, Collateral Custodian in accordance with the Servicer Quarterly Report, to the following Persons in the following amounts, calculated as of the Determination Date immediately preceding any Payment Date, and AmericasActive:18709990.5priority: (i) to pay amounts due under Sections 2.04(a)(i) through (vvii), to the extent not paid thereunder; (ii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (ii), or (B) during the Amortization Period, (1) to the Unfunded Exposure Account in an amount necessary to cause the Unfunded Exposure Test to be satisfied and then (2) to repay the Advances Outstanding until paid in full; (ii) (iii) during the Revolving Period, at the sole discretion of the Servicer, to reinvest in Eligible Loan Assets pursuant to Section 2.19 (and for the avoidance of doubt, the Servicer may designate an amount for reinvestment under this clause (iiiii) that is lower than the funds available, such that the balance shall be distributed under the remaining clauses below); (iii) (iv) during the Amortization Period, (A) first, to repay the Advances Outstanding in an amount equal to the product of (x) the amount of principal proceeds then availableany remaining Principal Collections held by the Account Bank in the Collection Account and (y) the weighted averageWeighted Average Advance Rate, and (B) second, to repay the Advances Outstanding by an amount equal to the Additional Lender Amount, and (C) third, the remainder, in the Servicer’s sole discretion, to the Borrower; (v) to pay amounts due to the Borrower under Section 2.04(a)(vii) to the extent not paid thereunder;
Appears in 1 contract
Remittance Procedures. The Servicer shall instruct the Account Bank by delivery of the Servicing Report to the Account Bank and the Collateral Agent and, if the Servicer fails to do so, the Collateral Agent may instruct the Account Bank, to apply funds on deposit in the Controlled Accounts as described in this Section 2.04; provided that, at any time after delivery of a Notice of Exclusive Control that has not been rescinded by the Collateral Agent, the Collateral Agent shall instruct the Account Bank to apply funds on deposit in the Controlled Accounts as described in this Section 2.04. Any transfers or payments made pursuant to this Agreement shall be made by wire transfer in immediately available funds as directed in writing by the Servicer or the Collateral Agent, as applicable, to the Account Bank and in no event shall the Account Bank be required to disburse any funds via check; provided, that the Account Bank may require certain information for verification purposes prior to processing any such wire transfer.
(a) Interest Collections prior to the end of the Reinvestment Period or an Event of Default. Prior to the end of the Reinvestment Period or the occurrence of an Event of Default (that has not been waived) or the Facility Maturity Date, on each Payment Date the Servicer shall (or, after delivery of a Notice of Exclusive Control, the Collateral Agent shall) direct the Account Bank to transfer Interest Collections held by the Account Bank in the Interest Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:
(i) to the applicable Governmental Authority, any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio; provided that amounts payable with respect to this clause (i) shall not exceed $100,000 for any 12-month period;
(ii) to the Collateral Custodian, the Collateral Administrator and the Account Bank, in payment in full of all accrued Collateral Administrator, Collateral Custodian and Account Bank Fees and Collateral Administrator, Collateral Custodian and Account Bank Expenses; as set forth in the Collateral Administrator, Collateral Custodian and Account Bank Fee Letter; provided that amounts payable with respect to clause (ii) shall not exceed $200,000 for any 12-month period;
(iii) to the Collateral Agent, in payment in full of all Collateral Agent Expenses; provided that amounts payable with respect to Collateral Agent Expenses pursuant to this clause (iii) (and Section 2.04(b)(i) and (c)(iii), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; provided further that if there are any indemnification obligations owed to the Collateral Agent which cause such amounts payable to exceed $50,000 for any 12-month period, then such amounts payable pursuant to this clause (iii) (and Section 2.04(b)(i) and (c)(iii), if applicable) shall not, collectively exceed $100,000 for any 12-month period;
(iv) to the Servicer, in payment in full of all accrued and unpaid Senior Servicing Fees; AmericasActive:18709990.5
(v) to the Administrative Agent, all accrued and unpaid fees, out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses), indemnity amounts, amounts owed pursuant to Erroneous Payment Subrogation Rights and any other administrative expenses and amounts payable by the Borrower to the Administrative Agent under the Transaction Documents;
(vi) pro rata, in accordance with the amounts due under this clause, to each Lender, all Yield and the Non-Usage Fee that are accrued and unpaid as of the last day of the related Remittance Period;
(vii) pro rata, to each Lender, all accrued and unpaid fees (including Breakage Fees and any applicable Make-Whole Premium in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b)), out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to any Lender under the Transaction Documents;
(viii) to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency or to satisfy the Minimum Equity Condition, as applicable;
(ix) at the discretion of the Servicer, to the Unfunded Exposure Account up to an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure Equity Amount;
(x) to pay the Advances Outstanding in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b);
(xi) to the Transferor as a Permitted RIC Distribution;
(xii) to the applicable Governmental Authority, in payment of any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio to the extent not previously paid;
(xiii) to the Collateral Administrator, the Collateral Custodian and the Account Bank, in payment in full of all accrued Collateral Administrator, Collateral Custodian and Account Bank Fees and Collateral Administrator, Collateral Custodian and Account Bank Expenses to the extent not previously paid;
(xiv) to the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid;
(xv) to the Servicer (x) first, in payment in full of all accrued and unpaid Subordinated Servicing Fees and (y) second, in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; and AmericasActive:18709990.5
(xvi) so long as no Unmatured Event of Default has occurred and is continuing, to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment), any remaining amounts.
(b) Principal Collections prior to the end of the Reinvestment Period or an Event of Default. Prior to the end of the Reinvestment Period or the occurrence of an Event of Default (that has not been waived) or the Facility Maturity Date, on each Payment Date the Servicer shall (or after delivery of a Notice of Exclusive Control, the Collateral Agent shall) direct the Account Bank to transfer Principal Collections held by the Account Bank in the Principal Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:
(i) to pay amounts due under Section 2.04(a) (i) through (vii), to the extent not paid thereunder;
(ii) to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency or to satisfy the Minimum Equity Condition, as applicable;
(iii) at the discretion of the Servicer, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(iv) to pay the Advances Outstanding in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b);
(v) to the Transferor as a Permitted RIC Distribution;
(vi) to the applicable Governmental Authority, in payment of any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio to the extent not previously paid;
(vii) to the Collateral Custodian, the Collateral Administrator and the Account Bank in payment in full of all accrued Collateral Administrator, Collateral Custodian and Account Bank Fees and Collateral Administrator, Collateral Custodian and Account Bank Expenses to the extent not previously paid;
(viii) to the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid;
(ix) to the Servicer, to the extent not previously paid (x) first, in payment in full of all accrued and unpaid Subordinated Servicing Fees and (y) second, in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; and AmericasActive:18709990.5
(x) so long as no Unmatured Event of Default has occurred and is continuing, to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment), any remaining amounts.
(c) Transfers after the Reinvestment Period or upon the occurrence of an Event of Default. After the Reinvestment Period or if an Event of Default has occurred (and has not been waived) or, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Payment Date thereafter, the Servicer shall (or after delivery of a Notice of Exclusive Control, the Collateral Agent shall) direct the Account Bank to transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:
(i) to the applicable Governmental Authority, any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio; provided that amounts payable with respect to this clause (i) shall not exceed $100,000 for any 12-month period;
(ii) to the Collateral Administrator, the Collateral Custodian and the Account Bank, in payment in full of all accrued Collateral Administrator, Collateral Custodian and Account Bank Fees and Collateral Administrator, Collateral Custodian and Account Bank Expenses as set forth in the Collateral Administrator, Collateral Custodian and Account Bank Fee Letter; provided that amounts payable with respect to clause (ii) shall not exceed $200,000 for any 12-month period; provided, further, that upon the commencement of the exercise of remedies pursuant to Section 7.02 following an Event of Default, such cap shall not apply;
(iii) to the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses; provided that amounts payable with respect to Collateral Agent Expenses pursuant to this clause (iii) (and Section 2.04(a)(iii) and (b)(i), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; provided further that if there are any indemnification obligations owed to the Collateral Agent which cause such amounts payable to exceed $50,000 for any 12-month period, then such amounts payable pursuant to this clause (iii) (and Section 2.04(a)(iii) and (b)(i), if applicable) shall not, collectively exceed $100,000 for any 12-month period;
(iv) to the Servicer, in payment in full of all accrued and unpaid Senior Servicing Fees;
(v) to the Administrative Agent, all accrued and unpaid fees, out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses), indemnity amounts, amounts owed pursuant to Erroneous Payment Subrogation Rights and any other administrative expenses and amounts payable by the Borrower to the Administrative Agent under the Transaction Documents;
(vi) to the Servicer, in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; provided that amounts payable AmericasActive:18709990.5 with respect to Servicer expenses pursuant to this clause (vi) and Section 2.04(b)(i) and 2.04(a)(vi), if applicable) shall not, collectively, exceed $50,000 for any 12-month period;
(vii) pro rata, in accordance with the amounts due under this clause, to each Lender, all Yield and the Non-Usage Fee that are accrued and unpaid as of the last day of the related Remittance Period;
(viii) pro rata, to each Lender, all accrued and unpaid fees (including Breakage Fees and any applicable Make-Whole Premium in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b)), out-of-pocket expenses (including reasonable and reasonably documented out-of-pocket outside attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to any Lender under the Transaction Documents;
(ix) to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;
(x) to pay the Advances Outstanding, until paid in full;
(xi) to the applicable Governmental Authority, in payment of any Tax or withholding for or on account of any Tax which could result in a Lien on any of the Collateral Portfolio to the extent not previously paid;
(xii) to the Collateral Custodian and the Account Bank, in payment in full of all accrued Collateral Custodian and Account Bank Fees and Collateral Custodian and Account Bank Expenses to the extent not previously paid;
(xiii) to the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid;
(xiv) to the Transferor as a Permitted RIC Distribution;
(xv) to the Servicer (x) first, in payment in full of all accrued and unpaid Subordinated Servicing Fees and (y) second, to the extent not previously paid, in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; and
(xvi) to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment), any remaining amounts.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)