Liquidation Settlement Procedures. On each Business --------------------------------- Day from and after the Facility Termination Date until the Termination Date, the Collateral Agent shall: (a) as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account; (b) transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c)) in the --------------- following priority: (i) to the Deferred Purchase Price Sub-Account, an amount equal to all Deferred Purchase Price Collections; and (ii) to the Capital Investment Sub-Account, the balance of any amounts remaining after making the foregoing disbursement; (c) transfer all amounts in the Deferred Purchase Price Sub-Account (after making the transfers required by Section 6.05(b)), in the following --------------- priority: (i) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02, then to the Successor Servicer ------------- an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses; (ii) if on such Business Day Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Liquidity Loans then outstanding), to the Collateral Account for the account of the Purchaser, an amount equal to accrued and unpaid CP Interest Amount through and including the date of maturity of the Commercial Paper maintaining such Capital Investment; (iii) if Liquidity Loans are then outstanding, to the Liquidity Agent on behalf of the Liquidity Lenders, an amount equal to accrued and unpaid interest on the Liquidity Loans; (iv) to the Capital Investment Sub-Account: (A) an amount equal to the Dilution Funded Amount; and (v) to the Letter of Credit Agent, if there are any outstanding Seller LOC Draws, an amount equal to accrued and unpaid interest on such outstanding Seller LOC Draws; (vi) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield minus (B) the aggregate amounts paid pursuant to ----- Sections 6.05(c)(ii), (iii) and (v); -------------------- ----- --- (vii) to the Operating Agent, an amount equal to accrued and unpaid Unused Facility Fees; and (viii) if an Event of Servicer Termination shall not have occurred, to the Servicer in an amount equal to its accrued and unpaid Servicing Fee; and (ix) upon payment in full of all amounts set forth in Sections -------- 6.05 (d) (i) through (d)(vi) below, the balance of any amounts remaining to ---------- ------- the Agent Account as partial payment of the Deferred Purchase Price; and
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Callaway Golf Co /Ca)
Liquidation Settlement Procedures. (a) If at any time on or prior to any Termination Day, the Purchased Interest is determined to be (or the Servicer or the Seller is otherwise notified that the Purchased Interest is) greater than 100%, then the Seller shall immediately pay to each Funding Agent, for the benefit of the Purchasers related to such Funding Agent (according to the Net Exposure of each Purchaser Group) an amount that, when applied to reduce the Capital, will cause the Purchased Interest to be less than or equal to 100%; it being understood that if any such amounts are not immediately paid by the Seller, the Servicer shall cease making any reinvestments pursuant to Section 1.4 and shall instead apply such amounts as would otherwise be available to make such reinvestments to so reduce the Purchased Interest by depositing the same into the Collection Account for distribution to the applicable Purchasers on the next Settlement Date in accordance with the provisions set forth in the last paragraph of Section 1.4 or paragraph (d) of this Section 1.5, as applicable.
(b) On and after any Termination Day or the day on which an Unmatured Termination Event occurs, the Servicer shall deposit or cause to be deposited to the Collection Account, for the benefit of the Purchasers (and shall pay such amounts to each applicable Funding Agent on the next Settlement Date pursuant to paragraph (d) below), all amounts previously set aside in the Concentration Account pursuant to Section 1.4 and not previously applied in accordance with the terms hereof.
(c) If a Purchaser Group elects not to extend its Commitment pursuant to Section 1.13(a) and such Non-Extending Committed Purchaser is not required to transfer and assign its Commitment pursuant to Section 1.13(b)(ii) of this Agreement, the Servicer shall implement the procedures set forth in this clause (c) (a "Partial Liquidation") beginning on a Business Day that is (x) no more than 60 days prior to such Non-Extending Committed Purchaser's Commitment Expiry Date then in effect and (y) no later than such Non-Extending Committed Purchaser's Commitment Expiry Date then in effect. On each Business --------------------------------- Day thereafter and prior to the Net Investment of each such Purchaser in such Non- Extending Committed Purchaser's Group being reduced to zero and cash collateralizing in full such Purchaser Group's LC Bank's LC Collateral Account in an amount equal to such LC Bank's aggregate LC Stated Amount (provided that no Termination Event and no Unmatured Termination Event has occurred and is continuing), the Servicer shall apply funds, out of the Collections represented by the Purchased Interest received and not previously applied, in the following manner:
(i) set aside and hold in trust in the Concentration Account (or deposit into the Collection Account if so required by paragraph (b) of this Section 1.5), for the benefit of the Purchasers an amount equal to all Discount on all Fees, and, if USS or any Affiliate is not the Servicer, the Purchasers' share of the Servicing Fee (ratably, based on the Purchased Interest at such time), in each case accrued through such day and not so previously set aside or paid. The Servicer shall thereafter pay to each applicable Funding Agent on the next Settlement Date for the Purchasers (ratably according to accrued Discount and Fees) the amount of such accrued and unpaid Fees and Discount, and shall pay such portion of the Servicing Fee to the Servicer pursuant to Section 1.4(iii);
(ii) pay to each applicable Funding Agent for the account of each Non- Extending Committed Purchaser, if any, related to such Funding Agent (based on the Net Exposure of such Purchaser Group at such time), and, for the account of any related CP Conduit Purchasers, if any, solely to the extent necessary to reduce the Net Exposure with respect to any such CP Conduit Purchaser to an amount that is equal to or lesser than the amount of any available Commitment of its Purchaser Group at such time, from such Collections remaining after application pursuant to clause (i) of this Section 1.5, the amount of such Non- Extending Committed Purchaser's Net Exposure; provided that solely for purposes of determining such Non-Extending Committed Purchaser's ratable share of such Collections, the Net Exposure of each such Purchaser in such Non-Extending Committed Purchaser shall be deemed to remain constant from the date such Purchaser Group becomes a Non-Extending Committed Purchaser until the date the Net Exposure of each such Purchaser in such Non-Extending Committed Purchaser has been paid in full (or in the case of an LC Bank, its LC Collateral Account has been cash collateralized in full in an amount equal to such LC Bank's aggregate LC Stated Amount); it being understood that if such day is also a Termination Day or a day on which an Unmatured Termination Event has occurred and is continuing, such Net Exposure shall be recalculated at such time (taking into account amounts received by or on behalf of such Purchaser Group in respect of its Net Exposure pursuant to this clause (ii)), and thereafter Collections shall be set aside in the Collection Account for payment to all Purchasers (according to each such Purchaser Group's Net Exposure) pursuant to paragraph (d) below;
(iii) reinvest the balance, if any, of such Collections in respect of Capital to the acquisition of additional undivided percentage interests pursuant to Section 1.4(ii) hereof; and
(iv) if USS or any Affiliate thereof is the Servicer, pay to the Servicer out of such Collections remaining after application pursuant to clause (i) through (iii) of this Section 1.5(c), an amount equal to the Purchasers' share of the Servicing Fee (based on the Purchased Interest at such time).
(d) On and after any Termination Day and on each day thereafter, and on each day on which an Unmatured Termination Event has occurred and is continuing, the Facility Termination Servicer shall deposit or cause to be deposited into the Collection Account, for the benefit of the Purchasers, all Collections received on such day in respect of the Purchased Interest, to be applied by the Collateral Agent on the next succeeding Settlement Date until in the Termination Datefollowing order (i) to the payment in full of the accrued Discount, (ii) pari passu, to the payment in full of the outstanding Net Investment of each Purchaser in each Purchaser Group and to cash collateralize in full the LC Collateral Account for each related LC Bank in an amount equal to the aggregate LC Stated Amount for such LC Bank, and (iii) to the payment in full of all other amounts payable to the Purchasers and their assigns in respect of indemnities, fees, costs and expenses hereunder and not covered in clauses (i) and (ii) of this paragraph (d). On each such day, the Servicer shall deposit to its account, from the amounts set aside for the Purchasers pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee. If there shall be insufficient funds on deposit in the Collection Account following deposits therein by the Servicer pursuant to this paragraph and paragraph (b) of this Section 1.5, for the Collateral Agent to distribute funds in payment in full of the aforementioned amounts, the Collateral Agent shall:
(a) shall distribute such funds as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account;
(b) transfer all amounts are in the Collection Account on the next succeeding Settlement Date (including amounts transferred from the Retention Account pursuant to Section 6.02(c)and on each Settlement Date thereafter, if applicable) in the --------------- following order of priority:
(i) first, to the Deferred Purchase Price Sub-Accountapplicable Funding Agents, an amount equal ratably (according to the amounts thereof then payable to all Deferred Purchase Price Collections; and
(ii) to Purchasers at such time), for the Capital Investment Sub-Accountbenefit of the Purchasers in such Funding Agent's Purchaser Group, the balance of any amounts remaining after making the foregoing disbursement;
(c) transfer all amounts in the Deferred Purchase Price Sub-Account (after making the transfers required by Section 6.05(b)), in the following --------------- priority:
(i) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations payment of the Servicer in accordance with Section 11.02, then to the Successor Servicer ------------- an amount equal to its accrued Discount and unpaid Successor Servicing Fees and Expensesall Fees;
(ii) if on such Business Day Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Liquidity Loans then outstanding)second, to the Collateral Account for the account Servicer, in payment of the Purchaser, an amount equal to accrued and unpaid CP Interest Amount through Servicing Fee, if USS or any Affiliate of USS is not then the Servicer (and including the date of maturity if such amount has not already been paid by operation of the Commercial Paper maintaining such Capital Investmentimmediately preceding sentence);
(iii) if Liquidity Loans are then outstandingthird, to the Liquidity Agent on behalf applicable Funding Agents, ratably (according to the amounts thereof then payable to all Purchasers at such time), for the benefit of the Liquidity LendersPurchasers in such Funding Agent's Purchaser Group, for reduction to zero of the Net Exposure of the related Purchaser Group (including, by cash collateralizing in full the LC Collateral Account for each related LC Bank in an amount equal to accrued and unpaid interest on the Liquidity Loansaggregate LC Stated Amount for such LC Bank);
(iv) fourth, to the Capital Investment Sub-Account:
applicable Funding Agents, ratably (A) an amount equal according to the Dilution Funded Amountamounts thereof then payable to all Purchasers at such time), for the benefit of the Purchasers in such Funding Agent's Purchaser Group, in payment of all other amounts payable to such Purchasers and their assigns in respect of indemnities, fees, costs and expenses hereunder and not covered in clauses (i) through (iii) of this Section 1.5(d); and
(v) to the Letter of Credit Agent, if there are any outstanding Seller LOC Draws, an amount equal to accrued and unpaid interest on such outstanding Seller LOC Draws;
(vi) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield minus (B) the aggregate amounts paid pursuant to ----- Sections 6.05(c)(ii), (iii) and (v); -------------------- ----- ---
(vii) to the Operating Agent, an amount equal to accrued and unpaid Unused Facility Fees; and
(viii) if an Event of Servicer Termination shall not have occurredfifth, to its account as Servicer, in payment of the Servicer in an amount equal to its accrued and unpaid Servicing Fee, if USS or any Affiliate of USS is the Servicer (and if such amount has not already been paid by operation of the immediately preceding sentence). Each Funding Agent shall distribute such amounts received from the Collateral Agent in accordance with the preceding sentence to the related Purchasers entitled thereto; andprovided that if any Funding Agent has not received amounts sufficient on any such Settlement Date to pay all of the foregoing amounts in full, such Funding Agent shall pay such amounts to the Purchasers ratably among all such Purchasers in the related Purchaser Group entitled to payment thereof (based on the amount owing to such Purchasers in such categories at such time).
(ixe) upon payment Following the date on which the Net Investment of each Purchaser Group has been reduced to zero, the aggregate LC Stated Amount for each LC Bank has been cash collateralized in full of by deposit thereof into the applicable LC Collateral Account, and all accrued Discount, Fees, Servicing Fees and all other amounts set forth payable to the Purchasers, the Funding Agents, the Collateral Agent, each Indemnified Party and Affected Person and their assigns hereunder have been paid in Sections -------- 6.05
(d) full, (i) through the Purchased Interest shall become zero, (d)(viii) belowthe Collateral Agent, the balance of any amounts remaining to ---------- ------- the Agent Account as partial payment on behalf of the Deferred Purchase Price; andPurchasers, shall be considered to have reconveyed to the Seller all of the Purchasers' right, title and interest in, to and under the Receivables, Related Security, Collections and proceeds with respect thereto, and (iii) the Collateral Agent, on behalf of the Purchasers, shall execute and deliver to the Seller, at the Seller's expense, such documents or instruments as are necessary, and authorize the filing of such UCC termination statements as are appropriate to terminate the Purchasers' respective interests in the Receivables, Related Security, Collections and proceeds with respect thereto. Any such documents shall be prepared by or on behalf of the Seller. Thereafter any remaining Collections shall be for the account of the Seller.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United States Steel Corp)
Liquidation Settlement Procedures. On each Business --------------------------------- Day from and after the Facility Termination Date until the Termination Date, the Collateral Agent shall:
: (a) as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account;
; (b) transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c)) in the --------------- following priority:
: (i) to the Deferred Purchase Price Sub-Account, an amount equal to all Deferred Purchase Price CollectionsCollections deposited in the Collection Account on such day; and
and (ii) to the Capital Investment Sub-Account, the balance of any amounts remaining after making the foregoing disbursement;
; (c) transfer all amounts in the Deferred Purchase Price Sub-Account (after making the transfers required by Section 6.05(b)), in the following --------------- priority:
: (i) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02, then to the Successor Servicer ------------- an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses;
; (ii) if on such Business Day Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Liquidity Loans then outstanding), to the Collateral Account for the account of the Purchaser, an amount equal to accrued and unpaid CP Interest Amount through and including the date of maturity of the Commercial Paper maintaining such Capital Investment;
; (iii) to the Insurer, an amount equal to any unpaid premiums then owing to the Insurer under the Insurance Agreement (but only to the extent that the Seller is responsible for paying such premiums under the Fee Letter); (iv) if there are Insurance Draws then outstanding, to the Insurer an amount equal to accrued and unpaid interest on the Insurance Draws to the extent amounts on deposit in the Deferred Purchase Price Sub-Account are allocated to this subparagraph (c)(iv) pursuant to the terms of the Insurance Agreement; (v) if Liquidity Loans are then outstanding, to the Liquidity Agent on behalf of the Liquidity Lenders, an amount equal to accrued and unpaid interest on the Liquidity Loans;
; (ivvi) to the Capital Investment Sub-Account:
: (A) an amount equal to the Dilution Funded Amount; and
and (vB) if Liquidity Loans or Seller LOC Draws are then outstanding or if Capital Investment is being maintained through the issuance of Commercial Paper, the balance of any amounts remaining after making the disbursements set forth in Sections 6.05(c)(i)-(vi)(A); (vii) to the Letter of Credit Agent, if there are any outstanding Seller LOC Draws, an amount equal to any accrued and unpaid interest on such outstanding Seller LOC Draws;
; (viviii) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield plus any Prepayment Fee then due and unpaid minus (B) the aggregate amounts paid pursuant to ----- Sections 6.05(c)(ii), (iiiiv), (v) and (vvii); -------------------- ----- ---
(vii) to the Operating Agent, an amount equal to accrued and unpaid Unused Facility Fees; and
(viiiix) if an Event of Servicer Termination shall not have occurred, to the Servicer in an amount equal to its accrued and unpaid Servicing Fee; and
and (ixx) upon payment in full of all amounts set forth in Sections -------- 6.05
(d) (i6.05(d)(i) through (d)(vid)(viii) below, the balance of any amounts remaining to ---------- ------- an account previously designated by the Agent Account Seller as partial payment of the Deferred Purchase Price; andand (d) transfer all amounts in the Capital Investment Sub-Account, in the following priority: (i) to the Collateral Account for the account of the Purchaser, an amount equal to: (A) if on such Business Day Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Liquidity Loans then outstanding), accrued and unpaid CP Interest Amount through and including such date to the extent not paid under Sections 6.05(c)(ii) and 6.05(c)(viii); and (B) if on such Business Day Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Liquidity Loans then outstanding), the principal of all Capital Investment in excess of such Liquidity Loans; (ii) to the Insurer, to the extent amounts on deposit in the Capital Investment Sub-Account are allocated to this subparagraph (d)(ii) pursuant to the terms of the Insurance Agreement, an amount equal to any unpaid premiums of the Insurer under the Insurance Agreement to the extent not paid under Section 6.05(c)(iii) (but only to the extent that the Seller is responsible for paying such premiums under the Fee Letter); (iii) if Insurance Draws are then outstanding, to the Insurer, to the extent amounts on deposit in the Capital Investment Sub-Account are allocated to this subparagraph (d)(iii) pursuant to the terms of the Insurance Agreement, an amount equal to: (A) accrued and unpaid interest on the Insurance Draws to the extent not paid under Section 6.05(c)(iv); (B) the outstanding amount of Insurance Draws; and (C) any other amounts owing to the Insurer pursuant to the Insurance Policy or the Insurance Agreement, including, without limitation, any fees and expenses of the Insurer other than Additional Amounts and Indemnified Amounts; (iv) if Liquidity Loans are then outstanding, to the Liquidity Agent on behalf of the Liquidity Lenders, an amount equal to: (A) accrued and unpaid interest on the Liquidity Loans to the extent not paid under Section 6.05(c)(v); (B) the principal of outstanding Liquidity Loans; and (C) any other unpaid amounts, including any fees, owing to the Liquidity Agent or Liquidity Lenders in connection with the Liquidity Loans; (v) to the Collateral Account for the account of the Purchaser, an amount equal to: (A) all Additional Amounts incurred and payable to any Affected Party; and (B) all Indemnified Amounts incurred and payable to any Purchaser Indemnified Person; (vi) to the Letter of Credit Agent, if there are any outstanding Seller LOC Draws, an amount equal to: (A) accrued and unpaid interest on such outstanding Seller LOC Draws to the extent not paid pursuant to Section 6.05(c)(vii); (B) the principal of such outstanding Seller LOC Draws; and (C) any other amounts, including fees, owing to the Letter of Credit Agent in connection with such outstanding Seller LOC Draws; and (vii) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield plus any Prepayment Fee then due and unpaid, minus (B) the aggregate amounts paid pursuant to Sections 6.05(c)(ii), 6.05(c)(iv), 6.05(c)(v), 6.05(c)(vii), 6.05(c)(viii), 6.05(d)(i)(A), 6.05(d)(iii)(A), 6.05(d)(iv)(A) and 6.05(d)(vi)(A); (viii) If an Event of Servicer Termination shall not have occurred, to the Servicer in an amount equal to its accrued and unpaid Servicing Fee; and (ix) to an account previously designated by the Seller, the balance of any funds remaining after payment in full of all amounts set forth in Sections 6.05(d)(i)-(d)(viii).
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Cone Mills Corp)
Liquidation Settlement Procedures. On each Business Day on --------------------------------- Day from and after the Facility Termination Date until the Termination Date, the Collateral Agent shall:
(a) as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account;
(b) transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c)) in the --------------- following priority:
(i) to the Deferred Purchase Price Sub-Account, an amount equal to all Deferred Purchase Price Collections; and
(ii) to the Capital Investment Sub-Account, the balance of any amounts remaining after making the foregoing disbursementbalance;
(cb) transfer all amounts in the Deferred Purchase Price Sub-Account (after making the transfers required by Section 6.05(b))Account, in the following --------------- priority:
(i) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02been appointed, then to the Successor Servicer ------------- in an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses;
(ii) if to the Collateral Account for the account of the Purchaser, in an amount equal to, on any such Business Day on which Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Transaction Liquidity Loans then outstanding), to the Collateral Account for the account of the Purchaser, an amount equal to accrued and unpaid CP Interest Amount through and including the date of maturity of the Commercial Paper maintaining such Capital Investment;
(iii) if there are Transaction Liquidity Loans are then outstanding, to the Transaction Liquidity Agent on behalf of the Transaction Liquidity LendersProviders, in an amount equal to accrued and unpaid interest on the Transaction Liquidity Loans;
(iv) to the Capital Investment Sub-Account:
(A) an amount equal to the Dilution Funded Amount; and
(B) if there are Transaction Liquidity Loans then outstanding or Capital Investment exceeds the Transaction Liquidity Loans then outstanding, all amounts remaining in the Deferred Purchase Price Sub- Account, if any;
(v) to the Letter of Credit Agent, if there are any outstanding Seller LOC DrawsDraws in respect of the Seller, in an amount equal to accrued and unpaid interest on such outstanding Seller LOC Draws;
(vi) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield minus (B) the aggregate sum of (i) amounts paid pursuant to ----- Sections 6.05(c)(iiSec tion 6.05(b)(ii), (ii) amounts paid pursuant to Section 6.05(b)(iii), and (iii) and (vamounts paid under Section 6.05(b)(v); -------------------- ----- ---;
(vii) to the Operating Agent, an amount equal to accrued and unpaid Unused Facility Fees; and
(viii) if an Event of Servicer Termination shall has not have occurred, to the Servicer in an amount equal to its accrued and unpaid Servicing Fee;
(viii) upon payment in full of all amounts set forth in clauses (c)(i)-(c)(v) below, to an account previously designated by the Seller, in partial payment of the Deferred Purchase Price, the balance, if any; and
(c) transfer all amounts in the Capital Investment Sub-Account, in the following priority:
(i) to the Collateral Account for the account of the Purchaser, in an amount equal to,
(A) on any such Business Day on which Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Transaction Liquidity Loans then outstanding), accrued and unpaid CP Interest through and including such date, to the extent not paid pursuant to Sections 6.05(b)(ii) and 6.05(b)(vi); and
(B) on any such Business Day on which Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Transaction Liquidity Loans then outstanding), the principal of all Capital Investment in excess of such Transaction Liquidity Loans;
(ii) if there are Transaction Liquidity Loans outstanding, to the Transaction Liquidity Agent on behalf of the Transaction Liquidity Providers, in an amount equal to:
(A) accrued and unpaid interest on the Transaction Liquidity Loans to the extent not paid pursuant to Section 6.05(b)(iii);
(B) the principal of outstanding Transaction Liquidity Loans; and
(C) any other amounts, including any fees, owing to the Transaction Liquidity Agent or Transaction Liquidity Providers in connection with the Transaction Liquidity Loans;
(iii) to the Collateral Account for the account of the Purchaser, in an amount equal to:
(A) all Additional Amounts incurred and payable to any Affected Party; and
(B) all Indemnified Amounts incurred and payable to any Indemnified Party;
(iv) to the Letter of Credit Agent, if there are any outstanding LOC Draws in respect of the Seller, in an amount equal to:
(A) accrued and unpaid interest on such outstanding LOC Draws;
(B) the principal of such outstanding LOC Draws; and
(C) any other amounts, including fees, owing to the Letter of Credit Agent in connection with such outstanding LOC Draws; and
(v) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield minus (B) the sum of (i) amounts paid pursuant to Section 6.05(c)(i)(A), (ii) amounts paid pursuant to Section 6.05(c)(ii)(A), and (iii) amounts paid under Section 6.05(c)(iv)(A);
(vi) if an Event of Servicer Termination has not occurred, to the Servicer in an amount equal to its accrued and unpaid Servicing Fee; and
(ixvii) upon payment in full of all amounts set forth in Sections -------- 6.05clauses (c)(i)-(c)(vi) above, to an account previously designated by the Seller, the balance, if any.
(d) (i) through (d)(vi) belowafter the Facility Termination Date, on each day by no later than 11:00 a.m. the balance of any Operating Agent shall transfer all amounts remaining then on deposit in the Retention Account to ---------- ------- the Agent Account as partial payment of the Deferred Purchase Price; andCollateral Account;
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (New Pameco Georgia Corp)
Liquidation Settlement Procedures. On each Business --------------------------------- Day from and after the Facility Termination Date until the Termination Date, the Collateral Administrative Agent shall:
(a) , as soon as practicable, transfer all amounts then on deposit in the Retention Reserve Account to the Collection Account;
(b) Agent's Account and shall transfer all amounts in the Collection Agent's Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c)6.03(j) and amounts which are not allocable to the Purchaser Interests) in the --------------- following priority:
(i) to the Deferred Purchase Price Sub-Account, an amount equal to all Deferred Purchase Price Collections; and
(ii) to the Capital Investment Sub-Account, the balance of any amounts remaining after making the foregoing disbursement;
(c) transfer all amounts in the Deferred Purchase Price Sub-Account (after making the transfers required by Section 6.05(b)), in the following --------------- priority:
(ia) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02, then to the Successor Servicer ------------- an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses;
(iib) if on such Business Day Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Purchasers, ratably, in accordance with their respective Capital Investment exceeds Liquidity Loans then outstanding), to the Collateral Account for the account of the PurchaserInvestments, an amount equal to accrued and unpaid CP Interest Amount Daily Yield through and including the date of maturity (if any) of the Commercial Paper (or other funding source) maintaining such each Purchaser's respective Capital Investment;
(iiic) if Liquidity Loans are then outstanding, to the Liquidity Purchasers, ratably, in accordance with their respective Capital Investments, an amount equal to the unpaid Aggregate Capital Investment;
(d) to the Administrative Agent on behalf of and to the Liquidity LendersPurchaser Agents, in each case, ratably, in accordance with the amount owed, an amount equal to accrued and unpaid interest on the Liquidity LoansPurchaser Group Commitment Fees;
(ive) all Indemnified Amounts incurred and payable to the Capital Investment Sub-Account:
(A) an amount equal to the Dilution Funded Amountany Indemnified Person; and
(vf) to the Letter of Credit Agent, if there are any outstanding Seller LOC Draws, an amount equal to accrued and unpaid interest on such outstanding Seller LOC Draws;
(vi) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield minus (B) the aggregate amounts extent not paid pursuant to ----- Sections 6.05(c)(iiSection 6.06(a), (iii) and (v); -------------------- ----- ---
(vii) to the Operating Agent, an amount equal to accrued and unpaid Unused Facility Fees; and
(viii) if an Event of Servicer Termination shall not have occurred, to the Servicer in an amount equal to its the accrued and unpaid Servicing Fee; andand GE Capital Corporation/Blue Hill II, Inc. Amended and Restated Receivables Purchase and Servicing Agreement
(ixg) upon to the Seller Account, the balance of any funds remaining after payment in full of all amounts set forth in Sections -------- 6.05
(d) (i) through (d)(vi) below, the balance of any amounts remaining to ---------- ------- the Agent Account as partial payment of the Deferred Purchase Price; andthis Section 6.06.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Amerisourcebergen Corp)
Liquidation Settlement Procedures. On each Business --------------------------------- Day from and after the Facility Termination Date until the Termination Date, the Collateral Administrative Agent shall:
(a) as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account;
(b) transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c)) in the --------------- following priority:
(i) to the Deferred Purchase Price Sub-Account, an amount equal to all Deferred Purchase Price Collections; and
(ii) to the Capital Investment Sub-Account, the balance of any amounts remaining after making the foregoing disbursement;
(c) transfer all amounts in the Deferred Purchase Price Sub-Account (after making the transfers required by Section 6.05(b)), in the following --------------- priority:
(i) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02, then to the Successor Servicer ------------- an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses;
(ii) if on such Business Day Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Liquidity Loans then outstanding), to the Collateral Account for the account of the PurchaserPurchasers, an amount equal to accrued and unpaid CP Interest Amount Daily Yield through and including the date of maturity of the Commercial Paper maintaining such Capital Investment;
(iii) [reserved]
(iv) if Liquidity Loans are then outstanding, to the Liquidity Agent on behalf of the Liquidity Lenders, an amount equal to accrued and unpaid interest on the Liquidity Loans;
(ivv) to the Capital Investment Sub-Account:
(A) an amount equal to the Dilution Funded Amount; and
(vB) if Liquidity Loans are then outstanding or if Capital Investment is being maintained through the issuance of Commercial Paper, the balance of any amounts remaining after making the disbursements set forth in Sections 6.05(c)(i)-(v)(A);
(vi) to the Letter of Credit Agent, if there are any outstanding Seller LOC Draws, an amount equal to accrued and unpaid interest on such outstanding Seller LOC Draws;
(vivii) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield minus (B) the aggregate amounts paid pursuant to ----- Sections 6.05(c)(ii), (iii), (iv) and (vvi); -------------------- ----- ---;
(viiviii) to the Operating Administrative Agent, an amount equal to accrued and unpaid Unused Facility Fees; and;
(viiiix) if an Event of Servicer Termination shall not have occurred, to the Servicer in an amount equal to its accrued and unpaid Servicing Fee; and
(ixx) upon payment in full of all amounts set forth in Sections -------- 6.05
(d) (i6.05(d)(i) through (d)(vi) below, the balance of any amounts remaining to ---------- ------- the Agent SFC Account as partial payment of the Deferred Purchase Price; and
(d) transfer all amounts in the Capital Investment Sub-Account, in the following priority:
(i) to the Collateral Account for the account of the Purchasers, an amount equal to:
(A) if on such Business Day Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Liquidity Loans then outstanding), accrued and unpaid Daily Yield through and including such date to the extent not paid under Sections 6.05(c)(ii) and 6.05(c)(vii); and
(B) if on such Business Day Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Liquidity Loans then outstanding), the principal of all Capital Investment in excess of such Liquidity Loans;
(ii) [reserved]
(iii) if Liquidity Loans are then outstanding, to the Liquidity Agent on behalf of the Liquidity Lenders, an amount equal to:
(A) accrued and unpaid interest on the Liquidity Loans to the extent not paid under Section 6.05(c)(iv);
(B) the principal of outstanding Liquidity Loans; and
(C) any other unpaid amounts (other than Additional Amounts and Indemnified Amounts), including any fees, owing to the Liquidity Agent or Liquidity Lenders in connection with the Liquidity Loans;
(iv) to the Collateral Account for the account of the Purchasers, an amount equal to:
(A) all accrued and unpaid Unused Facility Fees;
(B) all Additional Amounts incurred and payable to any Affected Party; and
(C) all Indemnified Amounts incurred and payable to any Purchaser Indemnified Person;
(v) to the Letter of Credit Agent, if there are any outstanding Seller LOC Draws, an amount equal to:
(A) accrued and unpaid interest on such outstanding Seller LOC Draws to the extent not paid pursuant to Section 6.05(c)(vi);
(B) the principal of such outstanding Seller LOC Draws; and
(C) any other amounts, including fees, owing to the Letter of Credit Agent in connection with such outstanding Seller LOC Draws;
(vi) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield, minus (B) the aggregate amounts paid pursuant to Sections 6.05(c)(ii), 6.05(c)(iii), 6.05(c)(iv), 6.05(c)(vi), 6.05(c)(vii), 6.05(d)(i)(A), 6.05(d)(ii)(A), 6.05(d)(iii)(A) and 6.05(d)(v)(A);
(vii) If an Event of Servicer Termination shall not have occurred, to the Servicer in an amount equal to its accrued and unpaid Servicing Fee; and
(viii) to the SFC Account, the balance of any funds remaining after payment in full of all amounts set forth in Sections 6.05(d)(i)-(d)(vii).
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Synnex Information Technologies Inc)
Liquidation Settlement Procedures. On each Business --------------------------------- Day from and after the Facility Termination Date until the Termination Date, the Collateral Administrative Agent shall:, as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account and shall transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c) and amounts which are not allocable to the Purchaser Interests) in the following priority:
(a) as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account;
(b) transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c)) in the --------------- following priority:
(i) to the Deferred Purchase Price Sub-Account, an amount equal to all Deferred Purchase Price Collections; and
(ii) to the Capital Investment Sub-Account, the balance of any amounts remaining after making the foregoing disbursement;
(c) transfer all amounts in the Deferred Purchase Price Sub-Account (after making the transfers required by Section 6.05(b)), in the following --------------- priority:
(i) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02, then to the Successor Servicer ------------- an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses;
(b) (ii) if on such Business Day Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Liquidity Loans then outstanding), to the Collateral Account for the account of the Purchaserseach Purchaser, ratably, an amount equal to accrued and unpaid CP Interest Amount Daily Yield owed to such Purchaser through and including the date of maturity (if any) of the Commercial Paper (or other funding source) maintaining such sucheach Purchaser’s respective Capital Investment;
(iii) if Liquidity Loans are then outstanding, to the Liquidity Agent on behalf of the Liquidity Lenders, an amount equal to accrued and unpaid interest on the Liquidity Loans;
(iv) to the Capital Investment Sub-Account:
(A) an amount equal to the Dilution Funded Amount; and
(v) to the Letter of Credit Agent, if there are any outstanding Seller LOC Draws, an amount equal to accrued and unpaid interest on such outstanding Seller LOC Draws;
(vi) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield minus (B) the aggregate amounts paid pursuant to ----- Sections 6.05(c)(ii), (iii) and (v); -------------------- ----- ---
(vii) to the Operating Agent, an amount equal to accrued and unpaid Unused Facility Fees; and
(viii) if an Event of Servicer Termination shall not have occurred, to the Servicer in an amount equal to its accrued and unpaid Servicing Fee; and
(ix) upon payment in full of all amounts set forth in Sections -------- 6.05
(d) (i) through (d)(vi) below, the balance of any amounts remaining to ---------- ------- the Agent Account as partial payment of the Deferred Purchase Price; and
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Synnex Corp)
Liquidation Settlement Procedures. On each Business Day on --------------------------------- Day from and after the Facility Termination Date until the Termination Date, the Collateral Agent shall:
(a) as soon as practicable, transfer all amounts then on deposit in the Retention Account to the Collection Account;
(b) transfer all amounts in the Collection Account (including amounts transferred from the Retention Account pursuant to Section 6.02(c)) in the --------------- following priority:
(i) to the Deferred Purchase Price Sub-Account, an amount equal to all Deferred Purchase Price Collections; and
(ii) to the Capital Investment Sub-Account, the balance of any amounts remaining after making the foregoing disbursementbalance;
(cb) transfer all amounts in the Deferred Purchase Price Sub-Account (after making the transfers required by Section 6.05(b))Account, in the following --------------- priority:
(i) if an Event of Servicer Termination has occurred and a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02been appointed, then to the Successor Servicer ------------- in an amount equal to its accrued and unpaid Successor Servicing Fees and Expenses;
(ii) if to the Collateral Account for the account of the Purchaser, in an amount equal to, on any such Business Day on which Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Transaction Liquidity Loans then outstanding), to the Collateral Account for the account of the Purchaser, an amount equal to accrued and unpaid CP Interest Amount through and including the date of maturity of the Commercial Paper maintaining such Capital Investmentdate;
(iii) if there are Transaction Liquidity Loans are then outstanding, to the Transaction Liquidity Agent on behalf of the Transaction Liquidity LendersProviders, in an amount equal to accrued and unpaid interest on the Transaction Liquidity Loans;
(iv) to the Capital Investment Sub-Account:
(A) an amount equal to the Dilution Funded Amount; and
(B) if there are Transaction Liquidity Loans then outstanding or Capital Investment exceeds the Transaction Liquidity Loans then outstanding, the balance, if any;
(v) to the Letter of Credit Agent, if there are any outstanding Seller LOC DrawsDraws in respect of the Seller, in an amount equal to accrued and unpaid interest on such outstanding Seller LOC Draws;
(vi) to the Collateral Account, an amount equal to (A) accrued and unpaid Daily Yield minus (B) the aggregate sum of (1) amounts paid pursuant to ----- Sections 6.05(c)(iiSection 6.05(b)(ii), (iii2) amounts paid pursuant to 6.05(b)(iii) and (v3) amounts paid under 6.05(b)(v); -------------------- ----- ---;
(vii) to the Operating Agent, an amount equal to accrued and unpaid Unused Facility Fees; and
(viii) if an Event of Servicer Termination shall has not have occurred, to the Servicer in an amount equal to its accrued and unpaid Servicing Fee; and;
(ixviii) upon payment in full of all amounts set forth in Sections -------- 6.05
clauses (d) (i) through (d)(vic)(i)-(c)(v) below, to an account previously designated by the balance of any amounts remaining to ---------- ------- the Agent Account as Seller, in partial payment of the Deferred Purchase Price, the balance, if any; and
(c) transfer all amounts in the Capital Investment Sub-Account, in the following priority:
(i) to the Collateral Account for the account of the Purchaser, in an amount equal to,
(A) on any such Business Day on which Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Transaction Liquidity Loans then outstanding), accrued and unpaid CP Interest through and including such date, to the extent not paid pursuant to Sections 6.05(b)(ii) and 6.05(b)(vi); and
(B) on any such Business Day on which Capital Investment is being maintained through the issuance of Commercial Paper (to the extent such Capital Investment exceeds Transaction Liquidity Loans then outstanding), the principal of all Capital Investment in excess of such Transaction Liquidity Loans;
(ii) if there are Transaction Liquidity Loans outstanding, to the Transaction Liquidity Agent on behalf of the Transaction Liquidity Providers, in an amount equal to:
(A) accrued and unpaid interest on the Transaction Liquidity Loans to the extent not paid pursuant to Section 6.05(b)(iii); (B) the principal of outstanding Transaction Liquidity Loans; and
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Merisel Inc /De/)
