Common use of Loan Collections; Repayment Clause in Contracts

Loan Collections; Repayment. (a) At all times Borrower shall and shall cause the Administrator (either itself or through the Sub-Administrator (as applicable)) to instruct and cause: (i) for all Pledged Loans for which Borrower is acting as agent for itself and one or more other unaffiliated lenders, each Underlying Borrower in respect of such Pledged Loan to pay directly by wire transfer to the applicable Syndicated Loan Clearing Account and/or any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable by or on behalf of the related Underlying Borrower with respect to such Pledged Loan; (ii) for all Pledged Loans that are Third Party Agented Loans, the related Third Party Credit Agent to pay directly by wire transfer to the Blocked Account and/or any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable to Borrower with respect to such Third Party Agented Loan; and (iii) for all other Pledged Loans, each Underlying Borrower in respect of such Pledged Loan to pay directly by wire transfer to the applicable Borrower Loan Clearing Account and/or the Blocked Account (as applicable) and/or any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), and other amounts of any and every description payable by or on behalf of the related Underlying Borrower with respect to such Pledged Loan. With respect to any Available Amounts deposited to any Loan Clearing Account pursuant to the foregoing clauses (i) or (iii), within one (1) Business Day after deposit into such applicable Loan Clearing Account of any Available Amounts as set forth in clauses (i) or (iii) above, Borrower shall transfer (or cause Administrator to transfer) all such Available Amounts in relation to any and all Pledged Loans and any other Collateral (in the form so received) payable to Borrower (as opposed to any other unaffiliated lender for which Borrower is acting as agent under the applicable Pledged Loan) to the Deposit Account established and maintained by Borrower in accordance with the provisions of the Blocked Account Agreement (collectively, the “Blocked Account”). In the event Borrower receives any payments on any Pledged Loan directly from or on behalf of the Underlying Borrower thereof, Borrower shall receive such payment in trust for the sole and exclusive benefit of Agent, and Borrower shall deliver such payment to the Administrator within two (2) Business Days (in the form so received), unless Agent shall have notified Borrower to deliver directly to Agent all payments in respect of the Pledged Loans which may be received by Borrower, in which event all such payments (in the form received) shall be endorsed by Borrower to Agent and delivered to Agent promptly upon Borrower’s receipt thereof. On (A) the last Business Day of each month and (B) the first (1st) Business Day to occur after an Underlying Loan has been paid in full (but solely with respect to proceeds of such Underlying Loan), Agent shall transfer 100% of cleared funds in the Blocked Account and the Lockbox Account (if established) to the Collection Account, via wire transfer, for distribution from the Collection Account by Agent in accordance with Section 2.5. (b) Agent shall have the right at any time to establish (or require the establishment of) a lockbox account in Agent’s name, controlled by Agent, established at an institution selected by Agent and pursuant to documentation acceptable to Agent (the “Lockbox Account”) for the collection of all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable to Borrower by or on behalf of any Underlying Borrower under any Collateral, and at any time and Agent shall have the right to notify any Underlying Borrower to deposit such sums into such Lockbox Account. (c) Subject to the terms and provisions of this Agreement (including without limitation, Section 6.17 and 11.1 below (and without limiting the application thereof)), in addition to payments in the ordinary course of business as set forth above, the Loan may be prepaid in whole or in part by Borrower at any time upon not less than two (2) Business Days prior written notice (any such date on which the Loan is to be prepaid, referred to herein as the “Prepayment Date”). If the Loan is to be prepaid as provided in this clause (c), the prepayment price shall be equal to the sum of (x) the outstanding unpaid principal balance of the Loan to be voluntarily prepaid (the “Prepayment Amount”), plus (y) accrued and unpaid interest on the Prepayment Amount to the Prepayment Date. Notwithstanding any other provision of any Loan Document, no voluntary prepayment under this Agreement shall affect Agent’s rights or any of the Obligations existing as of the Prepayment Date, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are pending) have been fully performed and indefeasibly paid in cash in full.

Loan Collections; Repayment. (a) At all times Borrower shall and shall cause the Administrator (either itself or through the Sub-Administrator (as applicable)) to instruct and cause: cause each Underlying Borrower in respect of a Pledged Loan to pay directly by wire transfer to (i) for all Pledged Loans for which Borrower is acting as agent for itself and one or more other unaffiliated lenders, each Underlying Borrower in respect of such Pledged Loan to pay directly by wire transfer to a Deposit Account (other than the applicable Syndicated Loan Clearing Account and/or any subaccounts thereof (whichBlocked Account) over which Agent, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable by or on behalf of the related Underlying Borrower with respect Lenders, has a Lien pursuant to such Pledged Loan; documentation reasonably satisfactory to Agent, and (ii) for all Pledged Loans that are Third Party Agented Loans, the related Third Party Credit Agent to pay directly by wire transfer to the Blocked Account and/or any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable to Borrower with respect to such Third Party Agented Loan; and (iii) for all other Pledged Loans, each Underlying Borrower in respect of such Pledged Loan to pay directly by wire transfer to the applicable Borrower Loan Clearing Account and/or the Blocked Account (as applicable) and/or any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), and other amounts of any and every description payable by or on behalf of the related Underlying Borrower with respect to such Pledged Loan. With respect to any Available Amounts deposited to any Loan Clearing Account pursuant to the foregoing clauses (i) or (iii), within one (1) Business Day after deposit into such applicable Loan Clearing Account of any Available Amounts as set forth in clauses (i) or (iii) above, Borrower shall transfer (or cause Administrator to transfer) all such Available Amounts in relation to any and all Pledged Loans and any other Collateral (in the form so received) payable to Borrower (as opposed to any other unaffiliated lender for which Borrower is acting as agent under the applicable Pledged Loan) to the Deposit Account a blocked account established and maintained by Borrower in accordance with the provisions of the Blocked Account Agreement (collectively, the “Blocked Account”), all Available Amounts in relation to any and all Pledged Loans and any other Collateral. In the event Borrower receives any payments on any Pledged Loan directly from or on behalf of the Underlying Borrower thereof, Borrower shall receive such payment in trust for the sole and exclusive benefit of Agent, and Borrower shall deliver such payment it to the Administrator within two (2) Business Days (in the form so received), unless Agent shall have notified Borrower to deliver directly to Agent all payments in respect of the Pledged Loans which may be received by Borrower, in which event all such payments (in the form received) shall be endorsed by Borrower to Agent and delivered to Agent promptly upon Borrower’s receipt thereof. Within two (2) Business Days after deposit into the Deposit Account of any Available Amounts as set forth in clause (i) above, Borrower shall transfer all such Available Amounts payable to Borrower (as opposed to any other unaffiliated lender for which Borrower is acting as agent under the applicable Pledged Loan) to the Blocked Account (in the form so received). On (Ai) the last Business Day of each month and (Bii) the first (1st) Business Day to occur after an Underlying Loan has been paid in full (but solely with respect to proceeds of such Underlying Loan), Agent shall transfer 100% of cleared funds in the Blocked Account and the Lockbox Account (if established) to the Collection Account, via wire transfer, for distribution from the Collection Account by Agent in accordance with Section 2.5. (b) Agent shall have the right at any time to establish (or require the establishment of) a lockbox account in Agent’s name, controlled by Agent, established at an institution selected by Agent and pursuant to documentation acceptable to Agent (the “Lockbox Account”) for the collection of all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable to Borrower by or on behalf of any Underlying Borrower under any Collateral, and at any time and Agent shall have the right to notify any Underlying Borrower to deposit such sums into such Lockbox Account. (c) Subject to the terms and provisions of this Agreement (including without limitation, Section 6.17 and 11.1 below (and without limiting the application thereof)), in addition to payments in the ordinary course of business as set forth above, the Loan may be prepaid in whole or in part by Borrower at any time upon not less than two (2) Business Days prior written notice (any such date on which the Loan is to be prepaid, referred to herein as the “Prepayment Date”). If the Loan is to be prepaid as provided in this clause (c), the prepayment price shall be equal to the sum of (x) the outstanding unpaid principal balance of the Loan to be voluntarily prepaid (the “Prepayment Amount”), plus (y) accrued and unpaid interest on the Prepayment Amount to the Prepayment Date. Notwithstanding any other provision of any Loan Document, no voluntary prepayment under this Agreement shall affect Agent’s rights or any of the Obligations existing as of the Prepayment Date, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are pending) have been fully performed and indefeasibly paid in cash in full.

Loan Collections; Repayment. (a) At all times Borrower shall and shall cause the Administrator (either itself or through the Sub-Administrator (as applicable)) to instruct and cause: cause each Underlying Borrower in respect of a Pledged Loan to pay directly by wire transfer to (i) for all Pledged Loans for which Borrower is acting as agent for itself and one or more other unaffiliated lenders, each Underlying Borrower in respect of such Pledged Loan to pay directly by wire transfer to a Deposit Account (other than the applicable Syndicated Loan Clearing Account and/or any subaccounts thereof (whichBlocked Account) over which Agent, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable by or on behalf of the related Underlying Borrower with respect Lenders, has a Lien pursuant to such Pledged Loan; documentation reasonably satisfactory to Agent, and (ii) for all Pledged Loans that are Third Party Agented Loans, the related Third Party Credit Agent to pay directly by wire transfer to the Blocked Account and/or any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable to Borrower with respect to such Third Party Agented Loan; and (iii) for all other Pledged Loans, each Underlying Borrower in respect of such Pledged Loan to pay directly by wire transfer to the applicable Borrower Loan Clearing Account and/or the Blocked Account (as applicable) and/or any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), and other amounts of any and every description payable by or on behalf of the related Underlying Borrower with respect to such Pledged Loan. With respect to any Available Amounts deposited to any Loan Clearing Account pursuant to the foregoing clauses (i) or (iii), within one (1) Business Day after deposit into such applicable Loan Clearing Account of any Available Amounts as set forth in clauses (i) or (iii) above, Borrower shall transfer (or cause Administrator to transfer) all such Available Amounts in relation to any and all Pledged Loans and any other Collateral (in the form so received) payable to Borrower (as opposed to any other unaffiliated lender for which Borrower is acting as agent under the applicable Pledged Loan) to the Deposit Account a blocked account established and maintained by Borrower in accordance with the provisions of the Blocked Account Agreement (collectively, the “Blocked Account”), all Available Amounts in relation to any and all Pledged Loans and any other Collateral. In the event Borrower receives any payments on any Pledged Loan directly from or on behalf of the Underlying Borrower thereof, Borrower shall receive such payment in trust for the sole and exclusive benefit of Agent, and Borrower shall deliver such payment it to the Administrator within two (2) Business Days (in the form so received), unless Agent shall have notified Borrower to deliver directly to Agent all payments in respect of the Pledged Loans which may be received by Borrower, in which event all such payments (in the form received) shall be endorsed by Borrower to Agent and delivered to Agent promptly upon Borrower’s receipt thereof. Within two (2) Business Days after deposit into the Deposit Account of any Available Amounts as set forth in clause (i) above, Borrower shall transfer all such Available Amounts payable to Borrower (as opposed to any other unaffiliated lender for which Borrower is acting as agent under the applicable Pledged Loan) to the Blocked Account (in the form so received). On (Ai) the last Business Day of each month and (Bii) the first (1st) Business Day to occur after an Underlying Loan has been paid in full (but solely with respect to proceeds of such Underlying Loan), Agent shall transfer 100% of cleared funds in the Blocked Account and the Lockbox Account (if established) to the Collection Account, via wire transfer, for distribution from the Collection Account by Agent in accordance with Section 2.5. (b) Agent shall have the right at any time to establish (or require the establishment of) a lockbox account in Agent’s name, controlled by Agent, established at an institution selected by Agent and pursuant to documentation acceptable to Agent (the “Lockbox Account”) for the collection of all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable to Borrower by or on behalf of any Underlying Borrower under any Collateral, and at any time and Agent shall have the right to notify any Underlying Borrower to deposit such sums into such Lockbox Account. (c) Subject to the terms and provisions of this Agreement (including without limitation, Section 6.17 and 11.1 below (and without limiting the application thereof)), in addition to payments in the ordinary course of business as set forth above, the Loan may be prepaid in whole or in part by Borrower at any time upon not less than two (2) Business Days prior written notice (any such date on which the Loan is to be prepaid, referred to herein as the “Prepayment Date”). If the Loan is to be prepaid as provided in this clause (c), the prepayment price shall be equal to the sum of (x) the outstanding unpaid principal balance of the Loan to be voluntarily prepaid (the “Prepayment Amount”), plus (y) accrued and unpaid interest on the Prepayment Amount to the Prepayment Date. Notwithstanding any other provision of any Loan Document, no voluntary prepayment under this Agreement shall affect Agent’s rights or any of the Obligations existing as of the Prepayment Date, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are pending) have been fully performed and indefeasibly paid in cash in full.

Loan Collections; Repayment. (a) At all times Borrower shall and shall cause the Administrator (either itself or through the Sub-Administrator (as applicable)) to instruct and causecause each Underlying Borrower in respect of a Pledged Loan to pay directly by wire transfer to (i) : (i) for all Pledged Loans for which Borrower is acting as agent for itself and one or more other unaffiliated lenders, each a Deposit Account (other than the Blocked Account) over which Agent, on behalf of Lenders, has a Lien pursuant to documentation reasonably satisfactory to Agent, and (ii) for all other Pledged Loans, a blocked accounteach Underlying Borrower in respect of such Pledged Loan to pay directly by wire transfer to the applicable Syndicated Loan Clearing Account and/or any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable by or on behalf of the related Underlying Borrower with respect to such Pledged Loan; (ii) for all Pledged Loans that are Third Party Agented Loans, the related Third Party Credit Agent to pay directly by wire transfer to the Blocked Account and/or any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable to Borrower with respect to such Third Party Agented Loan; and (iii) for all other Pledged Loans, each Underlying Borrower in respect of such Pledged Loan to pay directly by wire transfer to the applicable Borrower Loan Clearing Account and/or the Blocked Account (as applicable) and/or any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), and other amounts of any and every description payable by or on behalf of the related Underlying Borrower with respect to such Pledged Loan. With respect to any Available Amounts deposited to any [Harvest] Loan Clearing Account pursuant to the foregoing clauses (i) or (iii), within one (1) Business Day after deposit into such applicable Loan Clearing Account of any Available Amounts as set forth in clauses (i) or (iii) above, Borrower shall transfer (or cause Administrator to transfer) all such Available Amounts in relation to any and all Pledged Loans and any other Collateral (in the form so received) payable to Borrower (as opposed to any other unaffiliated lender for which Borrower is acting as agent under the applicable Pledged Loan) to the Deposit Account established and maintained by Borrower in accordance with the provisions of the Blocked Account Security Agreement (collectively, the “Blocked Account”Conformed). In the event Borrower receives any payments on any Pledged Loan directly from or on behalf of the Underlying Borrower thereof, Borrower shall receive such payment in trust for the sole and exclusive benefit of Agent, and Borrower shall deliver such payment to the Administrator within two (2) Business Days (in the form so received), unless Agent shall have notified Borrower to deliver directly to Agent all payments in respect of the Pledged Loans which may be received by Borrower, in which event all such payments (in the form received) shall be endorsed by Borrower to Agent and delivered to Agent promptly upon Borrower’s receipt thereof. On (A) the last Business Day of each month and (B) the first (1st) Business Day to occur after an Underlying Loan has been paid in full (but solely with respect to proceeds of such Underlying Loan), Agent shall transfer 100% of cleared funds in the Blocked Account and the Lockbox Account (if established) to the Collection Account, via wire transfer, for distribution from the Collection Account by Agent in accordance with Section 2.5. (b) Agent shall have the right at any time to establish (or require the establishment of) a lockbox account in Agent’s name, controlled by Agent, established at an institution selected by Agent and pursuant to documentation acceptable to Agent (the “Lockbox Account”) for the collection of all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable to Borrower by or on behalf of any Underlying Borrower under any Collateral, and at any time and Agent shall have the right to notify any Underlying Borrower to deposit such sums into such Lockbox Account. (c) Subject to the terms and provisions of this Agreement (including without limitation, Section 6.17 and 11.1 below (and without limiting the application thereof)), in addition to payments in the ordinary course of business as set forth above, the Loan may be prepaid in whole or in part by Borrower at any time upon not less than two (2) Business Days prior written notice (any such date on which the Loan is to be prepaid, referred to herein as the “Prepayment Date”). If the Loan is to be prepaid as provided in this clause (c), the prepayment price shall be equal to the sum of (x) the outstanding unpaid principal balance of the Loan to be voluntarily prepaid (the “Prepayment Amount”), plus (y) accrued and unpaid interest on the Prepayment Amount to the Prepayment Date. Notwithstanding any other provision of any Loan Document, no voluntary prepayment under this Agreement shall affect Agent’s rights or any of the Obligations existing as of the Prepayment Date, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are pending) have been fully performed and indefeasibly paid in cash in full.