Application of Payments and Prepayments. (a) Prepayments on the Term Loans, including without limitation, prepayments in accordance with Sections 2.3(a) hereof, shall be applied to payment of the aggregate unpaid principal amounts of the Term Notes in inverse order of maturity, with the balance of any such prepayments, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal. (b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due to the Agent or any Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application. (c) Each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds. (d) All sums payable by the Borrower to the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including the payment of interest, to the extent permitted by law) as having been made on the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extension.
Appears in 4 contracts
Samples: Term Loan Agreement (Animal Health International, Inc.), Term Loan Agreement (Animal Health International, Inc.), Term Loan Agreement (Animal Health International, Inc.)
Application of Payments and Prepayments. (a1) Prepayments All amounts received by the Administrative Agent from or on the Term Loans, including without limitation, prepayments in accordance with Sections 2.3(a) hereof, behalf of a Borrower and not previously applied pursuant to this Agreement shall be applied to payment of the aggregate unpaid principal amounts of the Term Notes in inverse order of maturity, with the balance of any such prepayments, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
Administrative Agent as follows (bi) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, in reduction of such Borrower’s obligation to pay any fees, indemnities or expense reimbursements then unpaid interest and any Fees which are due to the Agent hereunderand owing; (ii) second, in reduction of such Borrower’s obligation to pay any fees claims or expense reimbursements then losses referred to in Section 15.01; (iii) third, in reduction of such Borrower’s obligation to pay any amounts due to and owing on account of any unpaid principal amount of Advances and Obligations arising under Eligible Cash Management Agreements and Eligible Hedging Agreements, in each case, which are due and owing; provided that notwithstanding the Lenders foregoing, Obligations arising under Eligible Cash Management Agreements and Eligible Hedging Agreements shall be excluded from any such application if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Lender, as the case may be; (iv) fourth, in reduction of such Borrower’s obligation to pay any other unpaid Accommodations Outstanding which are due and owing; (v) fifth, in reduction of any other obligation of such Borrower under this Agreement and the other Credit PartyDocuments; thirdand (vi) sixth, to pay interest due Cash Collateralize the then Accommodations Outstanding in respect of all Term LoansDocumentary Credits made to such Borrower; fourthand (vii) seventh, to pay such Borrower or prepay principal of the Term Loans; and fifth, such other Persons as may lawfully be entitled to the payment of any other Obligation due to the Agent or any Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable by the Borrower to receive the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including the payment of interest, to the extent permitted by law) as having been made on the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extensionremainder.
Appears in 3 contracts
Samples: Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp)
Application of Payments and Prepayments. (a1) Prepayments on the Term LoansEach prepayment pursuant to Section 2.05(1), including without limitationSection 2.05(2), prepayments in accordance with Sections 2.3(a) hereofSection 2.05(3), or Section 2.06 shall be applied ratably to payment the repayments pursuant to Section 2.04.
(2) All amounts received by the Administrative Agent from or on behalf of the aggregate unpaid principal amounts of the Term Notes in inverse order of maturity, with the balance of any such prepayments, if any, being a Borrower and not previously applied pursuant to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof this Agreement shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower Administrative Agent as follows (i) first, in reduction of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, Borrower’s obligation to pay any fees, indemnities or expense reimbursements then unpaid interest and any Fees which are due to the Agent hereunderand owing; (ii) second, in reduction of the Borrower’s obligation to pay any fees claims or expense reimbursements then losses referred to in Section 14.01; (iii) third, in reduction of the Borrower’s obligation to pay any amounts due to and owing on account of any unpaid principal amount of Advances and Obligations arising under Eligible Cash Management Agreements and Eligible Hedging Agreements, in each case, which are due and owing; provided that notwithstanding the Lenders foregoing, Obligations arising under Eligible Cash Management Agreements and Eligible Hedging Agreements shall be excluded from any Credit Partysuch application if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Lender, as the case may be; third(iv) fourth, in reduction of the Borrower’s obligation to pay interest any other unpaid Accommodations Outstanding which are due and owing; (v) fifth, in respect reduction of all Term Loans; fourth, to pay or prepay principal any other obligation of the Term LoansBorrower under this Agreement and the other Credit Documents; and fifth(vi) seventh, to the payment of any Borrower or such other Obligation due Persons as may lawfully be entitled to the Agent or any Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable by the Borrower to receive the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including the payment of interest, to the extent permitted by law) as having been made on the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extensionremainder.
Appears in 2 contracts
Samples: Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp)
Application of Payments and Prepayments. (a) Prepayments on the Term Loans, including without limitation, prepayments in accordance with Sections 2.3(a) 2.3 hereof, shall be applied to payment of the aggregate unpaid principal amounts of the Term Notes in inverse order of maturity, with the balance of any such prepayments, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due to the Agent or any Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable by the Borrower to the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including the payment of interest, to the extent permitted by law) as having been made on the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extension.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Animal Health International, Inc.), Term Loan Credit Agreement (Animal Health International, Inc.)
Application of Payments and Prepayments. (a) Prepayments of the Loans shall be applied first to the principal amount thereof, with the balance to accrued interest. Regularly scheduled payments of the Loans shall be applied first to accrued interest, the balance to the principal. If the Agent receives funds on a date when payments of the Term LoansLoans are due and such funds are not sufficient to pay all of the obligations of the Company hereunder then due, or if the Agent receives any payments or other amounts owing to Agent or any Lender under any Loan Document, including without limitation, prepayments in accordance with Sections 2.3(a) hereofproceeds obtained from the enforcement of the Guaranties, then such funds shall be applied (a) first, to payment fees or expenses of the aggregate unpaid principal amounts Agent then due hereunder or any other Loan Document which are to be paid by the Company or the applicable Guarantor, (b) second, to fees or expenses of the Term Notes in inverse order of maturityLenders then due hereunder or any other Loan Document (other than fees or expenses owing under Credit Facility Hedging Agreements) which are to be paid by the Company or the applicable Guarantor, with including without limitation, Commitment Fees to the balance of any such prepaymentsextent then due, if any(c) third, being applied to accrued interest. Payments of the accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied and, to the aggregate accrued interest extent then outstanding under the Term Notes. Payments of regularly scheduled installments of due, principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence Loans and any Letter of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific ObligationsCredit Advances then outstanding, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; (d) fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due to the Agent or any Lenderamounts owing under Credit Facility Hedge Agreements. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable . If the Agent fails to send to any Lender the product of such Lender’s Current Sum Percentage times the aggregate amount of any such payment timely received by the Borrower to the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of all the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon by the close of business on the Business Day following the date such payment or prepayment is due and was received by the Agent, the Agent shall be made without setpay to such Lender interest on such Lender’s pro-off, counterclaim or deduction rata portion of any kind. Any such payment or prepayment timely received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including from such date of receipt by the payment of interest, Agent to the extent permitted by law) as having been made on the next succeeding Business Day. All date that such payments or prepayments shall be made Lender receives its pro-rata portion of such payment, such interest to accrue at the Principal Office. If any payment or prepayment becomes due Federal Funds Rate and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during upon written request from such extensionLender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Whole Foods Market Inc)
Application of Payments and Prepayments. (ai) Prepayments on the Term LoansApplication of Collections. Subject to Section 2.07(c)(iii), including without limitation, prepayments in accordance with Sections 2.3(a) hereof, shall be applied to payment of the aggregate unpaid principal amounts of the Term Notes in inverse order of maturity, with the balance of any such prepayments, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturitySettlement Date, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due to the Agent or any Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an long as no Event of Default has occurred and is continuing, neither all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date and amounts are to be applied from the then current balance of the Liquidity Reserve Account in accordance with the terms hereof shall be applied by the Depositary in the following order of priority: first, to the payment of any fees or indemnities payable or expenses or Taxes (other than as set forth in clause fourth below) (including the Manager’s Fee payable on such Settlement Date, including, without limitation, amount distributed to Lessees in respect of Railroad Mileage Credits together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document; second, if a Manager Event of Default has occurred and is continuing, to reimburse the Collateral Agent and the Agent nor for any Lender shall apply fees and expenses incurred by the Collateral Agent or the Agent, as the case may be (including, without limitation, reasonable attorney’s fees and expenses and the fees and expenses of any payments which it receives person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; third, ratably (x) to the payment of accrued and unpaid interest on the Loans, (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable and (z) to the payment of Liquidity Fees then due and payable; fourth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp Taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any LIBOR BorrowingProtected Party in accordance with the Loan Documents; fifth, except deposit to the Liquidity Reserve Account the positive difference (aif any) between (x) the Liquidity Reserve Target Amount and (y) the balance of the Liquidity Reserve Account, in each case as determined on the expiration date immediately preceding Calculation Date; sixth, deposit to the Maintenance Reserve Account, the Modifications and Improvements Account and/or the Liquidity Fee Reserve Account, in each case the amount determined by the Borrower in its sole discretion; seventh, on a pari passu basis based on the applicable amounts payable under clauses (x) and (y) of this clause seventh, (x) to the ratable payment of the Interest Period applicable unpaid principal of the Loans in an amount not exceeding an amount such that, after giving effect to any such LIBOR Borrowingpayment, or (b) in the eventno Collateral Deficiency then exists, and only (y) to the extentDerivatives Counterparties for the payment of Derivatives Termination Values payable by the Borrower; eighth, if an Early Amortization Event or Manager Event of Default has occurred and is continuing and/or on any Settlement Date that there are no is more than 364 days after the Revolving Termination Date, to the ratable payment of the unpaid principal amount of the Loans; ninth, to reimburse the Manager for outstanding Alternate Base Rate Borrowings Manager Advances, together with accrued interest thereon and, thereafter, only if the outstanding Manager Advances have been paid in full, then to the ratable payment of the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; tenth, if the Borrower has consented Manager is GMS or one of its Affiliates, the Supplemental Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Supplemental Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid; eleventh, deposit to such applicationthe Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.
(cii) Each payment [Reserved].
(iii) Payment if an Event of Default is Continuing. Notwithstanding anything to the contrary set forth in this Agreement or prepayment any other Loan Document, if any Event of Default has occurred and is continuing, unless the Agent shall elect, with the consent of the Majority Lenders, to apply such amounts in accordance with Section 2.07(c)(i) above, all amounts on deposit in the Collection Account, amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account and all other payments received and all amounts held or realized by or for the benefit of the Collateral Agent or the Agent (including any amount realized by the Collateral Agent or the Agent after the exercise of any remedy as set forth herein or in any other Loan Document and all proceeds of the Collateral), and all payments or amounts then held or thereafter received by or for the benefit of the Collateral Agent or the Agent hereunder or under any Term Note for the account of a Lender Loan Documents, in the Accounts shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable applied by the Borrower Depositary in the following order of priority: first, to the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment fees or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes indemnities payable or expenses or Taxes (other than as set forth in clause fourth below) (including the payment Manager’s Fee payable on such Settlement Date, including, without limitation, amount distributed to Lessees in respect of interest, to Railroad Mileage Credits together with the extent permitted by law) as having been made on the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If aggregate amount of any payment or prepayment becomes Manager’s Fees which were due and payable on a day which is any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent; second, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by the Collateral Agent or the Agent, as the case may be (including, without limitation, reasonable attorney’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not a Business Daypreviously reimbursed or paid by the Lenders; third, then ratably (x) to the date payment of accrued and unpaid interest on the Loans, (y) to the payment of Derivatives Obligations (other than for the payment thereof shall be extended of Derivatives Termination Values payable by the Borrower), if any, then due and payable and (z) to the next succeeding Business Day payment of Liquidity Fees then due and payable; fourth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp Taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest shall be on the Loans, payable thereon to any Protected Party in accordance with the Loan Documents; fifth, to the Derivatives Counterparties for the payment of Derivatives Termination Values payable by the Borrower; sixth, to the ratable payment of the unpaid principal amount of the Loans; and seventh, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the then applicable rate per annum during such extensiondirection of the Borrower.
Appears in 1 contract
Samples: Warehouse Loan Agreement (Greenbrier Companies Inc)
Application of Payments and Prepayments. (a) Prepayments of the Loans shall be applied first to the principal amount thereof, with the balance to accrued interest. Regularly scheduled payments of the Loans shall be applied first to accrued interest, the balance to the principal. If the Agent receives funds on a date when payments of the Term LoansLoans are due and such funds are not sufficient to pay all of the obligations of the Company hereunder then due, or if the Agent receives any payments or other amounts owing to Agent or any Lender under any Loan Document, including without limitation, prepayments in accordance with Sections 2.3(a) hereofproceeds obtained from the enforcement of the Guaranties, then such funds shall be applied (a) first to payment fees or expenses of the aggregate unpaid principal amounts Agent then due hereunder or under any other Loan Document which are to be paid by the Company or the applicable Guarantor, (b) second, to fees or expenses of the Term Notes in inverse order of maturityLenders then due hereunder or under any other Loan Document (other than fees or expenses owing under the Credit Facility Hedge Agreements) which are to be paid by the Company or the applicable Guarantor, with and (c) third to the balance of any such prepayments, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied and, to the aggregate accrued interest extent then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturitydue, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due to the Agent or any LenderLoans then outstanding. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable . If the Agent fails to send to any Lender the product of such Lender's Current Sum Percentage times the aggregate amount of any such payment timely received by the Borrower to the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of all the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon by the close of business on the Business Day following the date such payment or prepayment is due and was received by the Agent, the Agent shall be made without setpay to such Lender interest on such Lender's pro-off, counterclaim or deduction rata portion of any kind. Any such payment or prepayment timely received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including from such date of receipt by the payment of interest, Agent to the extent permitted by law) as having been made on the next succeeding Business Day. All date that such payments or prepayments shall be made Lender receives its pro-rata portion of such payment, such interest to accrue at the Principal Office. If any payment or prepayment becomes due Federal Funds Rate and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during upon written request from such extensionLender.
Appears in 1 contract
Application of Payments and Prepayments. (a1) Prepayments on Each prepayment pursuant to Sections 2.05(3), 2.05(4) and 2.06 shall, subject as provided in the Term Loans, including without limitation, prepayments in accordance with Sections 2.3(anext following sentence (i) hereof, shall be applied to payment of the aggregate unpaid principal amounts of the Term Notes in inverse order of maturity, with the balance of any such prepayments, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due Floating Rate Advances outstanding under the relevant Credit Facility; and (ii) the balance, if any, shall be held by the Administrative Agent and be applied to the Agent repayment of Eurodollar Rate Advances outstanding under the relevant Credit Facility or any Lenderthe Borrower's reimbursement obligation in respect of Drawings under the relevant Credit Facility on the next maturity date for such Eurodollar Rate Advance or Drawing, as the case may be. Notwithstanding anything Each prepayment pursuant to Sections 2.05(3), 2.05(4) and 2.06 shall, if applicable to the contrary contained in this AgreementTranche A Credit Facility, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only be applied to the extent, that there are no outstanding Alternate Base Rate Borrowings and payments of Accommodations Outstanding under the Borrower has consented Tranche A Credit Facility rateably to such applicationthe remaining scheduled amortization payments as specified in Section 2.04(2).
(c2) Each payment or prepayment All amounts received by the Administrative Agent hereunder from or on behalf of the Borrower in respect of a Credit Facility or in respect of a Credit Document and not previously applied pursuant to this Agreement shall be applied by the Administrative Agent as follows (i) first, in reduction of the Borrower's obligation to pay any unpaid interest and any Fees which are due and owing under such Credit Facility; (ii) second, in reduction of the Borrower's obligation to pay any Term Note for Claims or Losses referred to in Section 12.06; (iii) third, in reduction on a pari passu basis of the Borrower's obligation to pay (x) any amounts due and owing on account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable by the Borrower to the Agent hereunder or pursuant to the Term Notes or any unpaid principal amount of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment Advances which is due and shall owing under such Credit Facility (y) any other unpaid Accommodations Outstanding which are due and owing under such Credit Facility, and (z) after the Administrative Agent has declared all amounts owing under this Agreement to be made without set-offimmediately due and payable pursuant to Section 9.01, counterclaim or deduction any amount due and owing under any Eligible Hedging Agreements and any amount due and owing under any Cash Management Agreements up to an aggregate maximum amount of Cdn. $2,000,000; (iv) fourth, in reduction of any kind. Any such payment or prepayment received other obligation of the Borrower under this Agreement and accepted by the other Credit Documents (including, prior to the Administrative Agent after 12:00 noon shall declaring all amounts owing under this Agreement to be considered for all purposes immediately due and payable pursuant to Section 9.01, any obligation due and owing under any Eligible Hedging Agreements); and (including the payment of interestv) fifth, to the extent permitted by law) Borrower or such other Persons as having been made on may lawfully be entitled to or directed to receive the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extensionremainder.
Appears in 1 contract
Samples: Credit Agreement (Marsulex Inc)
Application of Payments and Prepayments. (a) Prepayments on the Term Loans, including without limitation, prepayments Except as otherwise provided in accordance with Sections 2.3(a2.5(a) and (b) hereof, prepayments on the Notes shall be applied to payment of the aggregate unpaid principal amounts of the Term Notes in inverse order of maturityNotes, with the balance of any such prepayments, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c2.6(c) hereof shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the AgentExcept as otherwise provided or specified in Section 2.2(f) hereof, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due to the Agent or any Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds. If the Agent fails to send to any Lender the product of such Lender's Commitment Percentage times the 71 aggregate amount of any such payment or prepayment received by the Agent for the account of all the Lenders by the close of business on the date such payment was deemed received by the Agent in accordance with Section 2.7(d) below, the Agent shall pay to such Lender interest on such Lender's pro-rata portion of such payment timely received by the Agent from such date of receipt by the Agent to the date that such Lender receives its pro-rata portion of such payment, such interest to accrue at the Federal Funds Effective Rate and to be payable upon written request from such Lender.
(dc) All sums payable by the Borrower to the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including the payment of interest, to the extent permitted by law) as having been made on the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extension.
Appears in 1 contract
Application of Payments and Prepayments. (a) Prepayments of the Loans shall be applied first to the principal amount thereof, with the balance to accrued interest. Regularly scheduled payments of the Loans shall be applied first to accrued interest, the balance to the principal. If the Agent receives funds on a date when payments of the Term LoansLoans are due and such funds are not sufficient to pay all of the obligations of the Company hereunder then due, or if the Agent receives any payments or other amounts owing to Agent or any Lender under any Loan Document, including without limitation, prepayments in accordance with Sections 2.3(a) hereofproceeds obtained from the enforcement of the Guaranties, then such funds shall be applied (a) first to payment fees or expenses of the aggregate unpaid principal amounts Agent then due hereunder or under any other Loan Document which are to be paid by the Company or the applicable Guarantor, (b) second, to fees or expenses of the Term Notes in inverse order of maturityLenders then due hereunder or under any other Loan Document (other than fees or expenses owing under the Credit Facility Hedge Agreements) which are to be paid by the Company or the applicable Guarantor, with and (c) third to the balance of any such prepayments, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied and, to the aggregate accrued interest extent then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturitydue, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due to the Agent or any LenderLoans then outstanding. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable . If the Agent fails to send to any Lender the product of such Lender’s Current Sum Percentage times the aggregate amount of any such payment timely received by the Borrower to the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of all the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon by the close of business on the Business Day following the date such payment or prepayment is due and was received by the Agent, the Agent shall be made without setpay to such Lender interest on such Lender’s pro-off, counterclaim or deduction rata portion of any kind. Any such payment or prepayment timely received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including from such date of receipt by the payment of interest, Agent to the extent permitted by law) as having been made on the next succeeding Business Day. All date that such payments or prepayments shall be made Lender receives its pro-rata portion of such payment, such interest to accrue at the Principal Office. If any payment or prepayment becomes due Federal Funds Rate and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during upon written request from such extensionLender.
Appears in 1 contract
Application of Payments and Prepayments. (a1) Prepayments Except as provided in Section 2.09(2) below, all amounts received by the Administrative Agent from or on behalf of the Term Loans, including without limitation, prepayments in accordance with Sections 2.3(a) hereof, Borrowers and not previously applied under and pursuant to this Agreement shall be applied to payment by the Administrative Agent as follows: (i) first, in reduction of the aggregate Borrowers’ obligation to pay any unpaid interest and any Fees which are due and owing under the Credit Documents; (ii) second, in reduction of the Borrowers’ obligation to pay any expenses, claims or losses referred to in Section 16.01; (iii) third, in reduction of the Borrowers’ obligation to pay any amounts due and owing on account of any unpaid principal amounts amount of Advances which are due and owing; (iv) fourth, in reduction of the Term Notes Borrowers’ obligation to pay any other unpaid Accommodations Outstanding which are due and owing; (v) fifth, in inverse order of maturity, with the balance reduction of any such prepaymentsother obligation of the Borrowers under this Agreement and the other Credit Documents; and (vi) sixth, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall Borrowers or such other Persons as may lawfully be applied entitled to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment or directed by the Borrower of Borrowers to receive the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principalremainder.
(b2) All payments remitted The proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the Agentexercise by the Administrative Agent of its remedies, and, absent and any other funds realized by Administrative Agent during the existence continuance of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to applicable Law, in full or in part, together with any other sums then held by the provisions of Administrative Agent pursuant to this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to promptly by the Administrative Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifthas follows:
(a) First, to the payment of any all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other Obligation due realization including compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities, professional fees, advances made or any Lender. Notwithstanding anything incurred by the Administrative Agent in connection therewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the contrary contained provisions of any Credit Document, together with interest on each such amount at the highest rate then in effect under this AgreementAgreement from and after the date such amount is due, unless so directed by the Borrowerowing or unpaid until paid in full;
(b) Second, or unless an Event without duplication of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives amounts applied pursuant to any LIBOR Borrowing, except clause (a) on above, to the expiration date payment in full in cash of (i) all accrued and unpaid interest under this Agreement and the Interest Period applicable to any such LIBOR Borrowingoutstanding principal amount of all Advances and Accommodations Outstanding, or (bii) in all obligations owing under the eventEligible Hedging Arrangements with Hedge Lenders and Other Secured Agreements, and only to (iii) all other obligations under the extentCredit Documents, that there are no outstanding Alternate Base Rate Borrowings in each case equally and rateably in accordance with the Borrower has consented to such application.respective amounts thereof then due and owing; and
(c) Each payment Third, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or prepayment received by the Agent hereunder its successors or under any Term Note for the account assigns) or as a court of a Lender shall be paid promptly to such Lender, in immediately available fundscompetent jurisdiction may direct.
(d3) All sums payable The Borrowers shall give to the Administrative Agent notice in writing of any mandatory repayment required to be made under the Credit Facility pursuant to Section 2.05 at least five (5) Business Days prior to the date of such repayment and any voluntary repayment to be made under the Credit Facility pursuant to Section 2.06 at least three (3) Business Days prior to the date of such repayment. Each such notice (a “Repayment Notice”) shall be substantially in the form of Schedule 5, shall be irrevocable and binding upon the Borrowers once given by the applicable Borrower to the Administrative Agent hereunder or pursuant to and shall specify the Term Notes or any date of such repayment and (if applicable) provide a reasonably detailed calculation of the other Loan Documents for its own account or the account amount of such repayment. The Administrative Agent will promptly notify each Lender of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on contents of the date applicable Borrower’s repayment notice and of such payment or prepayment is due and shall be made without set-off, counterclaim or deduction Xxxxxx’s pro rata share of any kind. Any such payment or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including the payment of interest, to the extent permitted by law) as having been made on the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extensionrepayment.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Application of Payments and Prepayments. (ai) Prepayments on Application of Collections During the Term LoansAvailability Period. Subject to Section 2.07(c)(iii), including without limitation, prepayments in accordance with Sections 2.3(a) hereof, shall be applied to payment of the aggregate unpaid principal amounts of the Term Notes in inverse order of maturity, with the balance of any such prepayments, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal so long as no Manager Default or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due to the Agent or any Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Manager Event of Default has occurred and is continuing, neither on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date and amounts which the Agent nor any Lender shall elects to apply any payments which it receives to any LIBOR Borrowing, except (a) on from the expiration date then current balance of the Interest Period applicable to any such LIBOR Borrowing, or (b) Liquidity Reserve Account shall be applied by the Depositary in the eventfollowing order of priority: first, and only to the extentManager, that there for distribution to the Lessees, if any, whose payments in respect of the applicable Leases are no outstanding Alternate Base Rate Borrowings not made net of any Railroad Mileage Credits due and the Borrower has consented owing to such application.
(c) Each payment or prepayment received by Lessee, an amount equal to the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly Railroad Mileage Credits due to such Lender, Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in immediately available funds.
(dthis Section 2.07(c)) All sums payable by the Borrower as certified to the Agent hereunder or pursuant to by the Term Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds Manager not later than 12:00 noon on the date Calculation Date immediately preceding such Settlement Date; second, to the payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes fees (including the payment Liquidity Fee and, if the Manager is not TILC or one of interestits Affiliates, to the extent permitted by law) as having been made Manager's Fee payable on such Settlement Date, together with the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If aggregate amount of any payment or prepayment becomes Manager's Fees which were due and payable on a day which any previous Settlement Date and remain unpaid) or indemnities payable or expenses (including, if the Manager is not a Business DayTILC or one of its Affiliates, then the date aggregate amount of any Reimbursable Amounts payable on such Settlement Date, together with the aggregate amount of any Reimbursable Amounts which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent; third, to reimburse the Agent for any fees and expenses incurred by the payment thereof shall be extended Agent (including, without limitation, reasonable attorney's fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the next succeeding Business Day Management Agreement) in connection with any Manager Event of Default or Event of Default and interest shall be payable thereon at the then applicable rate per annum during such extension.exercise by the Agent of any right or remedy hereunder and not previously reimbursed by the Lenders; fourth, to the reimbursement of the Lenders for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and described in clause second;
Appears in 1 contract
Application of Payments and Prepayments. (a1) Prepayments on All prepayments under the Term LoansCredit Facility pursuant to Section 2.5, including without limitation, prepayments excluding the Applicable Premium2.5 (i) in accordance with Sections 2.3(a) hereofrespect of principal, shall be applied by the Agent to payment the applicablein reduction of the aggregate unpaid principal Borrower’s obligation to pay any amounts on account of the Term Notes Aggregate Principal Amount under the First Advance, (ii) in inverse order respect of maturitythe Tranche A Premium, with in reduction of the balance Borrower’s obligation to pay any amounts on account of any such prepaymentsthe Tranche A Premium, if anyand (iii) in respect of interest (including, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof for greater certainty, Tranche A Interest Shares), shall be applied by the Agent in reduction of the Borrower’s obligation to pay any accrued and unpaid interest (including, for greater certainty, Tranche A Interest Shares) on the Aggregate Principal Amount of the First Advance.
(2) Subject to Sections 2.4(bSection 2.7(1), 9.3(2) and 9.4, if at any time insufficient funds are received by and available to the aggregate accrued interest Agent to pay fully all Obligations then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof due hereunder then such funds shall be applied to the aggregate principal amount outstanding under the Term Notes (i) first, in direct order of maturity, while payment by the Borrower reduction of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, Borrower’s obligation to pay any feesexpenses, indemnities claims or expense reimbursements then due losses referred to the Agent hereunder; in Section 11.5,11.5, (ii) second, in reduction of the Borrower’s obligation to pay the Applicableinterest on any Obligations (including, for greater certainty, Tranche A Interest Shares) and the Tranche A Premium, and (iii) third, in reduction of the Borrower’s obligation to pay any fees or expense reimbursements then amounts due to the Lenders from and owing on account of any Credit Party; third, to pay interest due in respect unpaid principal amount of all Term Loans; fourth, to pay or prepay principal any unpaid Aggregate Principal Amount of the Term Loans; and fifth, to the payment of any other Obligation due to the Agent or any Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments First Advance which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable by the Borrower to the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment is areis due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including the payment of interest, to the extent permitted by law) as having been made on the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extensionowing.
Appears in 1 contract
Application of Payments and Prepayments. (ai) Prepayments Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default, Manager Event of Default or Early Amortization Event has occurred and is continuing, on each Settlement Date during the Term LoansAvailability Period, including without limitation, prepayments all amounts on deposit in accordance with Sections 2.3(a) hereof, the Collection Account as of the Calculation Date immediately preceding such Settlement Date and amounts which the 747656567 17557858 62 Fifth Amended and Restated Warehouse Loan Agreement Agent elects to apply from the then current balance of the Liquidity Reserve Account shall be applied to payment of by the aggregate unpaid principal amounts of Depositary in the Term Notes in inverse following order of maturitypriority: first, with to the balance of any such prepaymentsManager, for distribution to the Lessees, if any, being applied whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied such Lessee, an amount equal to the aggregate accrued interest then outstanding under the Term Notes. Payments Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of regularly scheduled installments of principal on each Term Note any other subsection in accordance with this Section 2.4(b2.07(c)) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due as certified to the Agent hereunderby the Manager not later than the Calculation Date immediately preceding such Settlement Date; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due to the Agent fees or any Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, indemnities payable or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable by the Borrower to the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes expenses (including the payment Liquidity Fee and, if the Manager is not TILC or one of interestits Affiliates, to the extent permitted by law) as having been made Manager’s Fee payable on such Settlement Date, together with the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If aggregate amount of any payment or prepayment becomes Manager’s Fees which were due and payable on a day which is any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent; third, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by the Collateral Agent or the Agent, as the case may be (including, without limitation, reasonable attorney’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not a Business Daypreviously reimbursed or paid by the Lenders; fourth, then to reimburse the date Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent as described in clause second or third of this Section 2.07(c)(i); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment thereof shall be extended of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the next succeeding Business Day payment of all indemnities in respect of Taxes, Other Taxes, stamp Taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest shall be on the Loans, payable thereon at to any Protected Party in accordance with the then applicable rate per annum during such extension.Loan Documents; seventh, deposit to the Liquidity Reserve Account the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the balance of 747656567 17557858 63 Fifth Amended and Restated Warehouse Loan Agreement
Appears in 1 contract
Application of Payments and Prepayments. (a) Prepayments of the Loans shall be applied first to the principal amount thereof, with the balance to accrued interest. Regularly scheduled payments of the Loans shall be applied first to accrued interest, the balance to the principal. If the Agent receives funds on a date when payments of the Term LoansLoans are due and such funds are not sufficient to pay all of the obligations of the Company hereunder then due, or if the Agent receives any payments or other amounts owing to Agent or any Lender under any Loan Document, including without limitation, prepayments in accordance with Sections 2.3(a) hereofproceeds obtained from the enforcement of the Guaranties, then such funds shall be applied (a) first, to payment fees or expenses of the aggregate unpaid principal amounts Agent then due hereunder or any other Loan Document which are to be paid by the Company or the applicable Guarantor, (b) second, to fees or expenses of the Term Notes in inverse order of maturityLenders then due hereunder or any other Loan Document (other than fees or expenses owing under Credit Facility Hedging Agreements) which are to be paid by the Company or the applicable Guarantor, with including without limitation, Commitment Fees to the balance of any such prepaymentsextent then due, if any(c) third, being applied to accrued interest. Payments of the accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied and, to the aggregate accrued interest extent then outstanding under the Term Notes. Payments of regularly scheduled installments of due, principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence Loans and any Letter of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific ObligationsCredit Advances then outstanding, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; (d) fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due to the Agent or any Lenderamounts owing under Credit Facility Hedge Agreements. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable . If the Agent fails to send to any Lender the product of such Lender's Current Sum Percentage times the aggregate amount of any such payment timely received by the Borrower to the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of all the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon by the close of business on the Business Day following the date such payment or prepayment is due and was received by the Agent, the Agent shall be made without setpay to such Lender interest on such Lender's pro-off, counterclaim or deduction rata portion of any kind. Any such payment or prepayment timely received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including from such date of receipt by the payment of interest, Agent to the extent permitted by law) as having been made on the next succeeding Business Day. All date that such payments or prepayments shall be made Lender receives its pro-rata portion of such payment, such interest to accrue at the Principal Office. If any payment or prepayment becomes due Federal Funds Rate and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during upon written request from such extensionLender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Whole Foods Market Inc)
Application of Payments and Prepayments. (a1) Prepayments on Each prepayment pursuant to Sections 2.05(2), 2.05(3), 2.05(4), 2.05(5) and 2.06 shall, subject as provided in the Term Loans, including without limitation, prepayments in accordance with Sections 2.3(anext following sentence (i) hereof, shall be applied to payment of the aggregate unpaid principal amounts of the Term Notes in inverse order of maturity, with the balance of any such prepayments, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any other Obligation due Floating Rate Advances outstanding under the relevant Credit Facility; and (ii) the balance, if any, shall be held by the Agent and be applied to the Agent repayment of Eurodollar Rate Advances outstanding under the relevant Credit Facility or any LenderSGC’s reimbursement obligation in respect of Drawings under the Operating Facility or the Term A Facility, as the case may be, on the next maturity date for such Eurodollar Rate Advance or Drawing, as the case may be. Notwithstanding anything Subject to the contrary contained in this AgreementSection 2.05(6), unless so directed by the Borrowereach prepayment pursuant to Sections 2.05(2), or unless an Event of Default has occurred 2.05(3), 2.05(4), 2.05(5) and is continuing, neither the Agent nor any Lender 2.06 shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period if applicable to any such LIBOR Borrowingthe Term A Facility, or be applied to the payments of Accommodations Outstanding under the Term A Facility rateably to the remaining scheduled amortization payments as specified in Section 2.04(2); and (b) in the event, and only if applicable to the extentTerm B Facility, that there are no outstanding Alternate Base Rate Borrowings and be applied to the Borrower has consented payments of Accommodations Outstanding under the Term B Facility rateably to such applicationthe remaining scheduled amortization payments as specified in Section 2.04(3).
(c2) Each payment or prepayment Subject to Section 2.09(1), all amounts received by the Agent hereunder from or on behalf of the Borrowers or either of them in respect of a Credit Facility and not previously applied pursuant to this Agreement shall be applied by the Agent as follows (i) first, in reduction of the applicable Borrower’s obligation to pay any unpaid interest and any Fees which are due and owing under such Credit Facility; (ii) second, in reduction of the applicable Borrower’s obligation to pay any Term Note for Claims or Losses referred to in Section 11.06; (iii) third, in reduction of the applicable Borrower’s obligation to pay any amounts due and owing on account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable by the Borrower to the Agent hereunder or pursuant to the Term Notes or any unpaid principal amount of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment Advances which is due and shall be made without set-offowing under such Credit Facility; (iv) fourth, counterclaim or deduction in reduction of the applicable Borrower’s obligation to pay any other unpaid Accommodations Outstanding which are due and owing under such Credit Facility; (v) fifth, in reduction of any kind. Any such payment or prepayment received other obligation of the applicable Borrower under this Agreement and accepted by the Agent after 12:00 noon shall be considered for all purposes other Credit Documents; and (including the payment of interestvi) sixth, to the extent permitted by law) applicable Borrower or such other Persons as having been made on may lawfully be entitled to or directed to receive the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extensionremainder.
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Application of Payments and Prepayments. (a1) Prepayments on the Term LoansEach prepayment pursuant to Section 2.05(1), including without limitationSection 2.05(2), prepayments in accordance with Sections 2.3(aSection 2.05(3), Section 2.05(6) hereof, or Section 2.06 shall be applied ratably to payment of the aggregate unpaid principal amounts of the Term Notes in inverse order of maturity, with the balance of any such prepayments, if any, being applied to accrued interest. Payments of accrued interest Loans based on each Term Note in accordance with Section 2.4(c) hereof shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall be applied to the aggregate principal amount of Loans outstanding under at such time; provided that in the Term Notes event any Lender or Affiliate of a Lender purchases debt securities from the Borrower pursuant to a Securities Demand as set forth in direct order Section 6.01(19)(b) at an issue price above the level at which such Lender or Affiliate has determined such New Securities can be resold by such Lender or Affiliate to a bona fide third party at the time of maturitysuch purchase (and notifies the Borrower thereof), while payment the net cash proceeds received by the Borrower in respect of such New Securities may, at the aggregate option of such Lender or Affiliate, be applied first to repay the Loans held by such Lender or Affiliate (provided that if there is more than one such Lender or Affiliate then such net proceeds will be applied pro rata to repay Loans of all such Lenders or Affiliates in proportion to such Lenders’ or Affiliates’ principal amount outstanding under of New Securities purchased from the Term Notes Borrower) prior to being applied to prepay the Loans held by other Lenders.
(2) All amounts received by the Administrative Agent from or on the Term Loan Maturity Date behalf of a Borrower and not previously applied pursuant to this Agreement shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, Administrative Agent as follows (i) first, in reduction of the Borrower’s obligation to pay any fees, indemnities or expense reimbursements then unpaid interest and any Fees which are due to the Agent hereunderand owing; (ii) second, in reduction of the Borrower’s obligation to pay any fees claims or expense reimbursements then due losses referred to the Lenders from any Credit Partyin Section 14.01; (iii) third, in reduction of the Borrower’s obligation to pay interest any amounts due in respect and owing on account of all Term Loansany unpaid principal amount of the Loans which are due and owing; (iv) fourth, to pay or prepay principal in reduction of any other obligation of the Term LoansBorrower under this Agreement and the other Credit Documents; and (v) fifth, to the payment of any Borrower or such other Obligation due Persons as may lawfully be entitled to the Agent or any Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Borrowing, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Borrowing, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each payment or prepayment received by the Agent hereunder or under any Term Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds.
(d) All sums payable by the Borrower to receive the Agent hereunder or pursuant to the Term Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including the payment of interest, to the extent permitted by law) as having been made on the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extensionremainder.
Appears in 1 contract
Application of Payments and Prepayments. (ai) Prepayments Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default, Manager Event of Default or Early Amortization Event has occurred and is continuing, on each Settlement Date during the Term LoansAvailability Period, including without limitation, prepayments all amounts on deposit in accordance with Sections 2.3(a) hereof, the Collection Account as of the Calculation Date immediately preceding such Settlement Date and amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account shall be applied to payment of by the aggregate unpaid principal amounts of Depositary in the Term Notes in inverse following order of maturitypriority: first, with to the balance of any such prepaymentsManager, for distribution to the Lessees, if any, being applied whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied such Lessee, an amount equal to the aggregate accrued interest then outstanding under the Term Notes. Payments Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of regularly scheduled installments of principal on each Term Note any other subsection in accordance with this Section 2.4(b2.07(c)) hereof shall be applied to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment by the Borrower of the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principal.
(b) All payments remitted to the Agent, and, absent the existence of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due as certified to the Agent hereunderby the Manager not later than the Calculation Date immediately preceding such Settlement Date; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifth, to the payment of any fees or indemnities payable or expenses (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Obligation due Loan Document, in each case as approved by the Agent; 739866994 17557858 56 Fifth Amended and Restated Warehouse Loan Agreement third, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by the Collateral Agent or the Agent, as the case may be (including, without limitation, reasonable attorney’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to reimburse the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent as described in clause second or any Lender. Notwithstanding anything third of this Section 2.07(c)(i); fifth, ratably (x) to the contrary contained in this Agreement, unless so directed payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp Taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or unless interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, deposit to the Liquidity Reserve Account the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the balance of the Liquidity Reserve Account, in each case as determined on the immediately preceding Calculation Date; eighth, if the Manager is TILC or one of its Affiliates, the Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid; ninth, if (A) any amount (a “Reimbursement Amount”) paid by a Lessee into the Collection Account since the last Settlement Date was specifically paid to reimburse any expense paid by the Manager under the Management Agreement (but not to include payments by the Manager in respect of unpaid Monthly Rent amounts) because the Lessee had failed to pay an Event of Default amount due or perform an obligation under the applicable Lease, (B) the Lessee has occurred cured all payment defaults under the applicable Lease and is continuing, neither (C) the Manager has provided the Agent nor any Lender shall apply any payments which it receives with documentation that enables the Agent to any LIBOR Borrowingverify the amounts distributable under this clause ninth, except (a) on to reimburse the expiration date Manager for such payment in an amount up to but not exceeding, the Reimbursement Amount; 739866994 17557858 57 Fifth Amended and Restated Warehouse Loan Agreement tenth, to the ratable payment of the unpaid principal of the Loans in an amount not exceeding an amount such that, after giving effect to such payment, no Collateral Deficiency then exists; eleventh, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; twelfth, to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon and, thereafter, only if the outstanding Manager Advances have been paid in full, then to the ratable payment of the unpaid Aggregated Default Interest Period applicable and any accrued and unpaid interest thereon; thirteenth, deposit to any such LIBOR Borrowingthe Maintenance Reserve Account and/or the Modifications and Improvements Account, or in each case the amount determined by the Borrower in its sole discretion; and fourteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower. (bii) Application of Collections Following the Availability Period. Subject to Section 2.07(c)(iii), all amounts on deposit in the eventCollection Account as of the Calculation Date immediately preceding such Settlement Date, amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account and all other payments received and all amounts held or realized by or for the benefit of the Collateral Agent or the Agent (including any amount realized by the Collateral Agent or the Agent after the exercise of any remedy as set forth herein or in any other Loan Document and all proceeds of the Collateral), and only to the extent, that there are no outstanding Alternate Base Rate Borrowings and the Borrower has consented to such application.
(c) Each payment all payments or prepayment amounts then held or thereafter received by or for the benefit of the Collateral Agent or the Agent hereunder or under any Term Note for the account of a Lender Loan Documents, in the Accounts or elsewhere shall be paid promptly applied by the Depositary (A) on each Settlement Date during the Availability Period on which a Manager Default, Manager Event of Default or Early Amortization Event has occurred and is continuing and (B) on each Settlement Date occurring on or after the Revolving Termination Date in the following order of priority: first, to the Manager, for distribution to the Lessees, if any, whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to such LenderLessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in immediately available funds.
(dthis Section 2.07(c)) All sums payable by the Borrower as certified to the Agent hereunder or pursuant to by the Term Notes or any of the other Loan Documents for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds Manager not later than 12:00 noon on the date Calculation Date immediately preceding such Settlement Date; second, to the payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment fees or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes indemnities payable or expenses (including the payment Liquidity Fee and, if the Manager is not TILC or one of interestits Affiliates, to the extent permitted by law) as having been made Manager’s Fee payable on such Settlement Date, together with the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If aggregate amount of any payment or prepayment becomes Manager’s Fees which were due and payable on a day which is any previous 739866994 17557858 58 Fifth Amended and Restated Warehouse Loan Agreement Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent third, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by either of the Collateral Agent or the Agent (including, without limitation, reasonable attorney’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not a Business Daypreviously reimbursed or paid by the Lenders; fourth, then to reimburse the date Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent as described in clause second or third of this Section 2.07(c)(ii); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Margin) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment thereof shall be extended of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the next succeeding Business Day payment of all indemnities in respect of Taxes, Other Taxes, stamp Taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest shall be on the Loans, payable thereon at to any Protected Party in accordance with the Loan Documents; seventh, deposit to the Liquidity Reserve Account the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the balance of the Liquidity Reserve Account, in each case as determined on the immediately preceding Calculation Date; eighth, if the Manager is TILC or one of its Affiliates, the Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid; ninth, to the ratable payment of the unpaid principal amount of the Loans and, thereafter, only if the aggregate outstanding amount of all Loans has been paid in full, then applicable rate per annum during such extension.to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; tenth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower;
Appears in 1 contract
Application of Payments and Prepayments. (a1) Prepayments Except as provided in Section 2.09(2) below, all amounts received by the Administrative Agent from or on behalf of the Term Loans, including without limitation, prepayments in accordance with Sections 2.3(a) hereof, Borrowers and not previously applied under and pursuant to this Agreement shall be applied to payment by the Administrative Agent as follows: (i) first, in reduction of the aggregate Borrowers’ obligation to pay any unpaid interest and any Fees which are due and owing under the Credit Documents; (ii) second, in reduction of the Borrowers’ obligation to pay any expenses, claims or losses referred to in Section 16.01; (iii) third, in reduction of the Borrowers’ obligation to pay any amounts due and owing on account of any unpaid principal amounts amount of Advances which are due and owing; (iv) fourth, in reduction of the Term Notes Borrowers’ obligation to pay any other unpaid Accommodations Outstanding which are due and owing; (v) fifth, in inverse order of maturity, with the balance reduction of any such prepaymentsother obligation of the Borrowers under this Agreement and the other Credit Documents; and (vi) sixth, if any, being applied to accrued interest. Payments of accrued interest on each Term Note in accordance with Section 2.4(c) hereof shall be applied to the aggregate accrued interest then outstanding under the Term Notes. Payments of regularly scheduled installments of principal on each Term Note in accordance with Section 2.4(b) hereof shall Borrowers or such other Persons as may lawfully be applied entitled to the aggregate principal amount outstanding under the Term Notes in direct order of maturity, while payment or directed by the Borrower of Borrowers to receive the aggregate principal amount outstanding under the Term Notes on the Term Loan Maturity Date shall be applied to principalremainder.
(b2) All payments remitted The proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the Agentexercise by the Administrative Agent of its remedies, and, absent and any other funds realized by Administrative Agent during the existence continuance of an Event of Default, all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or other specific Obligations, and all proceeds of Collateral received by the Agent, shall be applied, ratably, subject to applicable Law, in full or in part, together with any other sums then held by the provisions of Administrative Agent pursuant to this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to promptly by the Administrative Agent hereunder; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due in respect of all Term Loans; fourth, to pay or prepay principal of the Term Loans; and fifthas follows:
(a) First, to the payment of any all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other Obligation due realization including compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities, professional fees, advances made or any Lender. Notwithstanding anything incurred by the Administrative Agent in connection therewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the contrary contained provisions of any Credit Document, together with interest on each such amount at the highest rate then in effect under this AgreementAgreement from and after the date such amount is due, unless so directed by the Borrowerowing or unpaid until paid in full;
(b) Second, or unless an Event without duplication of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives amounts applied pursuant to any LIBOR Borrowing, except clause (a) on above, to the expiration date payment in full in cash of (i) all accrued and unpaid interest under this Agreement and the Interest Period applicable to any such LIBOR Borrowingoutstanding principal amount of all Advances and Accommodations Outstanding, or (bii) in all obligations owing under the eventEligible Hedging Arrangements with Hedge Lenders and Other Secured Agreements, and only to (iii) all other obligations under the extentCredit Documents, that there are no outstanding Alternate Base Rate Borrowings in each case equally and rateably in accordance with the Borrower has consented to such application.respective amounts thereof then due and owing; and
(c) Each payment Third, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or prepayment received by the Agent hereunder its successors or under any Term Note for the account assigns) or as a court of a Lender shall be paid promptly to such Lender, in immediately available fundscompetent jurisdiction may direct.
(d3) All sums payable The Borrowers shall give to the Administrative Agent notice in writing of any mandatory repayment required to be made under the Credit Facility pursuant to Section 2.05 at least five (5) Business Days prior to the date of such repayment and any voluntary repayment to be made under the Credit Facility pursuant to Section 2.06 at least three (3) Business Days prior to the date of such repayment. Each such notice (a “Repayment Notice”) shall be substantially in the form of Schedule 5, shall be irrevocable and binding upon the Borrowers once given by the applicable Borrower to the Administrative Agent hereunder or pursuant to and shall specify the Term Notes or any date of such repayment and (if applicable) provide a reasonably detailed calculation of the other Loan Documents for its own account or the account amount of such repayment. The Administrative Agent will promptly notify each Lender of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on contents of the date applicable Borrower’s repayment notice and of such payment or prepayment is due and shall be made without set-off, counterclaim or deduction Lender’s pro rata share of any kind. Any such payment or prepayment received and accepted by the Agent after 12:00 noon shall be considered for all purposes (including the payment of interest, to the extent permitted by law) as having been made on the next succeeding Business Day. All such payments or prepayments shall be made at the Principal Office. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extensionrepayment.
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Samples: Credit Agreement (Vail Resorts Inc)
