Collection of Payments and Other Amounts. (a) The Construction Agent and each Credit Party has agreed pursuant to the terms of the Participation Agreement to pay to the Administrative Agent any and all Rent and any and all other amounts of any kind or type owing by the Lessee, the Guarantor or the Construction Agent to the Lessor or the Owner Trustee under the Lease or any of the other Operative Agreements. Promptly after receipt, the Administrative Agent shall apply, in accordance with the terms of this Section 8, such amounts received by the Construction Agent or any Credit Party and all other payments, receipts and other consideration of any kind whatsoever received by the Administrative Agent pursuant to the Security Agreement or otherwise received by the Administrative Agent or any of the Lenders in connection with the Collateral, the Security Documents or any of the other Operative Agreements. (b) Payments and other amounts received by the Administrative Agent from time to time in accordance with the terms of subparagraph (a) shall be applied as follows (subject to all events to Section 8.1(c)): (i) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated by the Administrative Agent first, ----- ratably to the Lenders and the Holders for application and allocation to the payment of interest on the Loans and thereafter the principal of the Loans which is due and payable on such date and to the payment of accrued Holder Yield with respect to the Holder Fundings and thereafter the portion of the Holder Fundings which is due on such date; and second, if no Default ------ or Event of Default is in effect, any excess shall be paid to such Person or Persons as the Lessee may designate; provided, that if a Default or -------- Event of Default is in effect, such excess (if any) shall instead be held by the Administrative Agent until the earlier of (I) the first date thereafter on which no Default or Event of Default shall be in effect (in which case such payments or returns shall then be made to such other Person or Persons as the Lessee may designate) and (II) the Maturity Date or the Expiration Date, as the case may be (or, if earlier, the date of any Acceleration), in which case such amounts shall be applied and allocated in the manner contemplated by Section 8.1(b)(iv). (ii) If on any date the Administrative Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15.1(a) or 15.1(g) of the Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Lease or held by Lessor as security for performance of Lessee's obligations under the Lease), or (B) the Termination Value in connection with the delivery of a Termination Notice pursuant to Article XVI of the Lease, or (C) the Termination Value in connection with the exercise of the Purchase Option under Section 20.1 of the Lease or the exercise of the option of the Lessor to transfer the Properties to the Lessee pursuant to Section 20.3 of the Lease, or (D) any payment in an amount equal to the Termination Value for any or all Construction Period Properties required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the principal balance of the Loans on such date in an amount equal to ninety-seven percent (97%) of such payment and the remaining three percent (3%) of such payment shall be applied pro rata to the principal amount of outstanding Holder Fundings on such date until the Loans are paid in full, and to Holder Fundings thereafter, (2) if an Acceleration has occurred, to apply and allocate the proceeds respecting Sections 8.1(b)(ii)(A) through 8.1(b)(ii)(D) in accordance with Section 8.1(b)(iii) hereof. (iii) An amount equal to any payment identified as proceeds of the sale or other disposition (or lease upon the exercise of remedies) of the Properties or any portion thereof, whether pursuant to Article XXII of the Lease or the exercise of remedies under the Security Documents, the Lease or otherwise, and any payment in respect of excess wear and tear pursuant to Section 22.3 of the Lease (whether such payment relates to a period before or after the Construction Period Termination Date) shall be applied and allocated by the Administrative Agent first, ratably to the payment of ----- the principal and interest of the Tranche B Loans then outstanding, second, ------ to the extent such amount exceeds the maximum amount to be paid pursuant to the foregoing provisions of this paragraph (iii), ratably to the payment of the principal and interest of the Tranche A Loans then outstanding, third, ----- to any and all other amounts owing under the Operative Agreements to the Lenders under the Tranche B Loans, fourth, to any and all other amounts ------ owing under the Operative Agreements to the Lenders under the Tranche A Loans, fifth, ratably to the payment to the Holders of the outstanding ----- principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder Fundings, sixth, to any and all ----- other amounts owing under the Operative Agreements to the Holders, and seventh, to the extent moneys remain after application and allocation ------- pursuant to clauses first through sixth above, to the Owner Trustee for ----- ----- application and allocation to any and all other amounts owing to the Holders or the Owner Trustee and as the Holders shall determine; provided, -------- further, where no Event of Default shall exist and be continuing and a ------- prepayment is made for any reason with respect to less than the full amount of the outstanding principal amount of the Loans and the outstanding Holder Fundings, the proceeds shall be applied and allocated ratably among the Lenders and among the Holders. (iv) An amount equal to (A) any such payment identified as a payment of the Maximum Amount pursuant to the third paragraph of Section 2.1 of the Agency Agreement or any payment pursuant to Section 22.1(b) of the Lease (or otherwise) of the Maximum Residual Guarantee Amount (and any such lesser amount as may be required by Section 22.1(b) of the Lease) in respect of the Properties and (B) any other amount payable upon any exercise of remedies after the occurrence of an Event of Default not covered by Sections 8.1(b)(i) or 8.1(b)(iii) above (including without limitation any amount received in connection with an Acceleration which does not represent proceeds from the sale or liquidation of the Properties) and (C) any other amount payable by the Guarantor pursuant to Section 6B shall be applied and allocated by the Administrative Agent first, ratably, ----- to the payment of the principal and interest balance of Tranche A Loans then outstanding, second, ratably to the payment of the principal and ------ interest balance of the Tranche B Loans then outstanding, third, to the ----- payment of any other amounts owing to the Lenders hereunder or under any of the other Operative Agreements, fourth, ratably to the payment of the ------ principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder Fundings, and fifth, to the extent ----- moneys remain after application and allocation pursuant to clauses first ----- through fourth above, to the Owner Trustee for application and allocation -------------- to Holder Fundings and Holder Yield and any other amounts owing to the Holders or the Owner Trustee as the Holders shall determine. (v) An amount equal to any such payment identified as Supplemental Rent and any payment by the Construction Agent not otherwise covered under Sections 8.1(b)(i)-(iv) hereof shall be applied and allocated by the Administrative Agent to the payment of any amounts then owing to the Administrative Agent, the Lenders, the Holders and the other parties to the Operative Agreements (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 8.1(b)) as shall be determined by the Administrative Agent in its reasonable discretion; provided, however, that Supplemental Rent received upon the exercise of -------- ------- remedies after the occurrence and continuance of an Event of Default in lieu of or in substitution of the Maximum Residual Guarantee Amount or as a partial payment thereon shall be applied and allocated as set forth in Section 8.1(b)(iv). (vi) The Administrative Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Administrative Agent and apply and allocate each such amount in the manner specified above. (c) Upon the payment in full of the Loans, the Holder Fundings and all other amounts then due and owing by the Owner Trustee hereunder or under any Credit Document and the payment in full of all other amounts then due and owing to the Lenders, the Holders, the Administrative Agent, the Owner Trustee and the other Financing Parties pursuant to the Operative Agreements, any moneys remaining with the Administrative Agent shall be returned to the Lessee. In the event of an Acceleration it is agreed that, prior to the application and allocation of amounts received by the Administrative Agent in the order described in Section 8.1(b) above or any distribution of money to the Lessee, any such amounts shall first be applied and allocated to the payment of (i) any and all sums advanced by the Administrative Agent in order to preserve the Collateral or to preserve its Lien thereon, (ii) the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Administrative Agent of its rights under the Security Documents, together with reasonable attorneys' fees and expenses and court costs and (iii) any and all other amounts reasonably owed to the Administrative Agent under or in connection with the transactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).
Appears in 1 contract
Collection of Payments and Other Amounts. (a) The Construction Agent and each Credit Party Lessee has agreed pursuant to the terms of the Participation Agreement to pay directly to the Administrative Agent any and all Rent and any and all other amounts of any kind or type owing by the Lessee, the Guarantor or the Construction Agent Lessee to the Lessor or the Owner Trustee under the Lease or any of the other Operative AgreementsAgreement. Promptly The Administrative Agent shall, promptly after receipt, the Administrative Agent shall apply, apply in accordance with the terms of this Section 8, SECTION 8 any such amounts received by from the Construction Agent or any Credit Party Lessee and all other payments, receipts and other consideration of any kind whatsoever received by the Administrative Agent pursuant to the Security Agreement or otherwise received by the Administrative Agent or any of the Lenders in connection with the Collateral, the Security Documents or any of the other Operative Agreements.
(b) Payments and other amounts received by the Administrative Agent from time to time in accordance with the terms of subparagraph (a) shall be applied as follows (subject to all events to Section 8.1(c)):follows:
(i) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated by the Administrative Agent firstFIRST, ----- ratably to the Lenders and the Holders for application and allocation to the payment of interest on the Loans and thereafter the principal of the Loans which is due and payable on such date (other than, except in the case of an Acceleration, Allocated Interest); and SECOND, to the Borrower for application ratably to the payment of accrued Holder Yield with respect to Holder Property Cost (other than, except in the Holder Fundings and thereafter the portion case of the Holder Fundings which is due on such datean Acceleration, Allocated Return); and secondTHIRD, if no Default ------ or Event of Default has occurred and is in effectcontinuing, any excess shall be paid to such Person or Persons as the Lessee may designate; provided, PROVIDED that if a Default or -------- Event of Default is in effect, such excess (if any) shall instead be held by the Administrative Agent until the earlier of (I) the first date thereafter on which no Default or Event of Default shall be in effect continuing (in which case such payments or returns shall then be made to such other Person or Persons as designated by the Lessee may designateLessee) and (II) the Maturity Date or the Expiration Date, as the case may be (or, if earlier, the date of any Acceleration), ) in which case such amounts shall be applied and allocated in the manner contemplated by Section SECTION 8.1(b)(iv).
(ii) If on any date the Administrative Agent Any such payment or the Lessor amount described in SECTION 2.6(b) shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15.1(a) or 15.1(g) of the Lease (excluding any payments in respect thereof which are payable to the Lessee be applied in accordance with the Lease or held by Lessor as security for performance of Lessee's obligations under the Lease), or (B) the Termination Value in connection with the delivery of a Termination Notice pursuant to Article XVI of the Lease, or (C) the Termination Value in connection with the exercise of the Purchase Option under Section 20.1 of the Lease or the exercise of the option of the Lessor to transfer the Properties to the Lessee pursuant to Section 20.3 of the Lease, or (D) any payment in an amount equal to the Termination Value for any or all Construction Period Properties required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the principal balance of the Loans on such date in an amount equal to ninety-seven percent (97%) of such payment and the remaining three percent (3%) of such payment shall be applied pro rata to the principal amount of outstanding Holder Fundings on such date until the Loans are paid in full, and to Holder Fundings thereafter, (2) if an Acceleration has occurred, to apply and allocate the proceeds respecting Sections 8.1(b)(ii)(A) through 8.1(b)(ii)(D) in accordance with Section 8.1(b)(iii) hereofSECTION 2.6(b).
(iii) An amount equal to any Any such payment identified as proceeds of the sale or other disposition (or lease upon the exercise of remedies) of the Properties or any portion thereofProperty, whether pursuant to Article ARTICLE XXII of the Lease or pursuant to the exercise of remedies under the Security Documents, the Lease Documents or otherwise, and any payment in respect of excess wear and tear pursuant to Section SECTION 22.3 of the Lease (whether such payment relates to a period before or after the Construction Period Termination Date) Lease, shall be applied and allocated by the Administrative Agent firstFIRST, ratably to the payment of ----- the principal and interest of the Tranche Series B Loans then outstanding, secondSECOND, ------ to the payment to the Borrower of an amount not to exceed the outstanding principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder Fundings, THIRD, to the extent such amount payment exceeds the maximum amount to be paid payable pursuant to the foregoing provisions of this paragraph (iii), ratably to the payment of the principal and interest of the Tranche Series A Loans then outstanding, third, ----- to plus any and all other amounts owing to the Administrative Agent and the Lenders hereunder or under any of the other Operative Agreements to the Lenders under the Tranche B Loans, fourth, to any and all other amounts ------ owing under the Operative Agreements to the Lenders under the Tranche A Loans, fifth, ratably to the payment to the Holders of the outstanding ----- principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder Fundings, sixth, to any and all ----- other amounts owing under the Operative Agreements to the Holders, and seventhFOURTH, to the extent moneys remain after application and allocation ------- pursuant to clauses first FIRST through sixth THIRD above, to the Owner Trustee Borrower for ----- ----- application and allocation to any and all other amounts owing to the Holders or the Owner Trustee Borrower and as the Borrower and the Holders shall determine; provided, -------- further, where no Event of Default shall exist and be continuing and a ------- prepayment is made for any reason with respect to less than the full amount of the outstanding principal amount of the Loans and the outstanding Holder Fundings, the proceeds shall be applied and allocated ratably among the Lenders and among the Holders.
(iv) An amount equal to (A) any Any such payment identified as a payment of the Maximum Amount pursuant to the third paragraph of Section 2.1 of the Agency Agreement or any payment pursuant to Section SECTION 22.1(b) of the Lease (or otherwise) of the Maximum Residual Guarantee Amount (and or any such lesser amount as may be required by Section SECTION 22.1(b) of the Lease) in respect of the Properties and (B) any other amount payable upon any exercise of remedies after the occurrence of an Event of Default not covered by Sections 8.1(b)(i) or 8.1(b)(iii) above (including without limitation any amount received in connection with an Acceleration which does not represent proceeds from the sale or liquidation of the Properties) and (C) any other amount payable by the Guarantor pursuant to Section 6B shall be applied and allocated by the Administrative Agent firstFIRST, ratably, ----- ratably to the payment of the principal and interest balance of Tranche the Series A Loans then outstanding, second, ratably to the payment of the principal and ------ interest balance of the Tranche B Loans then outstanding, thirdSECOND, to the ----- payment of any other amounts owing to the Administrative Agent or the Lenders hereunder or under any of the other Operative Agreements, fourth, ratably to the payment of the ------ principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder FundingsAgreement, and fifthTHIRD, to the extent ----- moneys remain after application and allocation pursuant to clauses first ----- through fourth FIRST and SECOND above, to the Owner Trustee Borrower for application and allocation -------------- to Holder Fundings and Holder Yield and any other amounts owing to the Holders or the Owner Trustee Borrower as the Borrower and the Holders shall determine.
(v) An amount equal to any Any such payment identified as Supplemental Rent and any payment by the Construction Agent not otherwise covered under Sections 8.1(b)(i)-(iv) hereof shall be applied and allocated by the Administrative Agent to the payment of any amounts then owing to the Administrative Agent, the Lenders, the Holders and the other parties to the Operative Agreements (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section SECTION 8.1(b)) as shall be determined by the Administrative Agent in its reasonable discretion; provided, however, that Supplemental Rent received upon the exercise of -------- ------- remedies after the occurrence and continuance of an Event of Default in lieu of or in substitution of the Maximum Residual Guarantee Amount or as a partial payment thereon shall be applied and allocated as set forth in Section 8.1(b)(iv).
(vi) The Administrative Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Administrative Agent and apply and allocate each such amount in the manner specified above.
(c) Upon the payment in full termination of the Loans, the Holder Fundings and all other amounts then due and owing by the Owner Trustee hereunder or under any Credit Document Commitments and the payment in full of the Loans and all other amounts then due and owing to by the Lenders, the Holders, the Administrative Agent, the Owner Trustee and the Borrower hereunder or under any other Financing Parties pursuant to the Operative AgreementsCredit Document, any such moneys remaining with the Administrative Agent shall be returned paid to the LesseeBorrower or such other Person or Persons as the Borrower may designate. In the event of an Acceleration it is agreed that, prior to the application and allocation of amounts received by the Administrative Agent in the order described in Section SECTION 8.1(b) above or any distribution of money to the Lesseeabove, any such amounts shall first be applied and allocated to the payment of (i) any and all sums advanced by the Administrative Agent in order to preserve the Collateral or to preserve its Lien thereonsecurity interest therein, (ii) the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Administrative Agent of its rights under the Security Documents, together with reasonable attorneys' fees and expenses and court costs and (iii) any and all other amounts reasonably owed to the Administrative Agent under or in connection with the transactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).
Appears in 1 contract
Collection of Payments and Other Amounts. (a) The Construction Agent and each Credit Party Lessee has agreed pursuant to the terms of the Participation Agreement to pay directly to the Administrative Agent any and all Rent and any and all other amounts of any kind or type owing by the Lessee, the Guarantor or the Construction Agent Lessee to the Lessor or the Owner Trustee Lessor under the Lease or any of the other Operative AgreementsAgreement. Promptly The Administrative Agent shall, promptly after receipt, the Administrative Agent shall apply, apply in accordance with the terms of this Section 8, 8 any such amounts received by from the Construction Agent or any Credit Party Lessee and all other payments, receipts and other consideration of any kind whatsoever received by the Administrative Agent pursuant to the Security Agreement or otherwise received by the Administrative Agent or any of the Lenders in connection with the Collateral, the Security Documents or any of the other Operative Agreements.
(b) Payments and other amounts received by the Administrative Agent from time to time in accordance with the terms of subparagraph (a) shall be applied as follows (subject to all events to Section 8.1(c)):follows:
(i) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated by the Administrative Agent first, ----- ratably to the Lenders and the Holders Financing Parties for application and allocation to the payment of interest on the Loans and thereafter Yield on the principal of the Loans Allocated Amount which is due and payable on such date date; and second, to the Borrower for application ratably to the payment of accrued Holder Yield with respect to the Holder Fundings and thereafter the portion of the Holder Fundings which is due on such dateLessor Net Invested Amount; and secondthird, if no Default ------ or Event of Default has occurred and is in effectcontinuing, any excess shall be paid to such Person or Persons as the Lessee may designate; provided, provided that if a Default or -------- Event of Default is in effect, such excess (if any) shall instead be held by the Administrative Agent until the earlier of (I) the first date thereafter on which no Default or Event of Default shall be in effect continuing (in which case such payments or returns shall then be made to such other Person or Persons as designated by the Lessee may designateLessee) and (II) the Maturity Date or the Expiration Date, as the case may be (or, if earlier, the date of any Acceleration), ) in which case such amounts shall be applied and allocated in the manner contemplated by Section 8.1(b)(iv8.1(b)(v).
(ii) If on any date the Administrative Agent Any such payment or the Lessor amount described in Section 2.6(b) shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15.1(a) or 15.1(g) of the Lease (excluding any payments in respect thereof which are payable to the Lessee be applied in accordance with the Lease or held by Lessor as security for performance of Lessee's obligations under the Lease), or (B) the Termination Value in connection with the delivery of a Termination Notice pursuant to Article XVI of the Lease, or (C) the Termination Value in connection with the exercise of the Purchase Option under Section 20.1 of the Lease or the exercise of the option of the Lessor to transfer the Properties to the Lessee pursuant to Section 20.3 of the Lease, or (D) any payment in an amount equal to the Termination Value for any or all Construction Period Properties required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the principal balance of the Loans on such date in an amount equal to ninety-seven percent (97%) of such payment and the remaining three percent (3%) of such payment shall be applied pro rata to the principal amount of outstanding Holder Fundings on such date until the Loans are paid in full, and to Holder Fundings thereafter, (2) if an Acceleration has occurred, to apply and allocate the proceeds respecting Sections 8.1(b)(ii)(A) through 8.1(b)(ii)(D) in accordance with Section 8.1(b)(iii) hereof2.6(b).
(iii) An amount equal to any Any such payment identified as proceeds of the sale or other disposition (or lease upon the exercise of remedies) of the Properties or any portion thereofProperty, whether pursuant to Article XXII of the Lease or the exercise of remedies under the Security Documents, the Lease or otherwise, and any payment in respect of excess wear and tear pursuant to Section 22.3 of the Lease (whether such payment relates to a period before or after the Construction Period Termination Date) Lease, shall be applied and allocated by the Administrative Agent first, ratably to the payment of ----- the principal and interest of the Tranche B Loans then outstanding, second, ------ to the extent such amount exceeds the maximum amount to be paid pursuant to the foregoing provisions of this paragraph (iii), ratably to the payment of the principal and interest of the Tranche Series B Loans and principal and Yield of the B Allocated Amount then outstanding with respect to such Property, second, ratably to the payment of the principal and interest of the Series A Loans then outstandingand principal and Yield on the A Allocated Amount with respect to such Property, thirdthird to the Borrower for application to the payment of the outstanding Lessor Net Invested Amount plus all outstanding Yield with respect to such outstanding Lessor Net Invested Amount with respect to such Property, ----- fourth, ratably to the payment of any and all other amounts owing to the Administrative Agent and the Financing Parties hereunder or under any of the other Operative Agreements with respect to such Property and thereafter as the Lessee shall determine.
(iv) Any such payment identified as proceeds of the sale of any Property pursuant to the exercise of remedies under the Operative Agreements to Security Documents or otherwise (except as set forth in Section 8.1(b)(iii), shall be applied by the Lenders under the Tranche B Loans, fourth, to any and all other amounts ------ owing under the Operative Agreements to the Lenders under the Tranche A Loans, fifthAdministrative Agent first, ratably to the payment of the principal and interest of the Loans and principal and Yield of the Allocated Amount then outstanding, second, to the Holders Borrower for application ratably to the payment of the outstanding ----- principal balance of all Holder Fundings Lessor Net Invested Amount plus all outstanding Holder Yield with respect to such outstanding Holder FundingsNet Invested Amount, sixththird, to any and all ----- other amounts owing under the Operative Agreements to the Holders, and seventh, to the extent moneys remain after application and allocation ------- pursuant to clauses first through sixth above, to the Owner Trustee for ----- ----- application and allocation ratably to any and all other amounts owing to the Holders Administrative Agent and the Financing Parties hereunder or under any of the Owner Trustee other Operative Agreements and thereafter as the Holders Lessee shall determine; provided, -------- further, where no Event of Default shall exist and be continuing and a ------- prepayment is made for any reason with respect to less than the full amount of the outstanding principal amount of the Loans and the outstanding Holder Fundings, the proceeds shall be applied and allocated ratably among the Lenders and among the Holders.
(ivv) An amount equal to (A) any Any such payment identified as a payment of the Maximum Amount pursuant to the third paragraph of Section 2.1 of the Agency Agreement or any payment pursuant to Section 22.1(b) of the Lease (or otherwise) of the Maximum Residual Guarantee Amount (and or any such lesser amount as may be required by Section 22.1(b) of the Lease) in respect of the Properties and (B) any other amount payable upon any exercise of remedies after the occurrence of an Event of Default not covered by Sections 8.1(b)(i) or 8.1(b)(iii) above (including without limitation any amount received in connection with an Acceleration which does not represent proceeds from the sale or liquidation of the Properties) and (C) any other amount payable by the Guarantor pursuant to Section 6B shall be applied and allocated by the Administrative Agent first, ratably, ----- ratably to the payment of the principal and interest balance of Tranche the Series A Loans and principal and Yield on the A Allocated Amount then outstanding, second, ratably to the payment of the principal and ------ interest balance of the Tranche Series B Loans and principal and Yield on the B Allocated Amount then outstanding, third, to the ----- Borrower for application to Lessor Net Invested Amount and outstanding Yield with respect to such outstanding Lessor Net Invested Amount, and fourth, to the payment of any other amounts owing to the Lenders Administrative Agent or the Financing Parties hereunder or under any of the other Operative Agreements, fourth, ratably to the payment of the ------ principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder FundingsAgreement, and fifth, to the extent ----- moneys remain after application and allocation pursuant to clauses first ----- through fourth above, to the Owner Trustee for application and allocation -------------- to Holder Fundings and Holder Yield and any other amounts owing to the Holders or the Owner Trustee thereafter as the Holders Lessee shall determine.
(vvi) An amount equal to any Any such payment identified as Supplemental Rent and any payment by the Construction Agent not otherwise covered under Sections 8.1(b)(i)-(iv) hereof shall be applied and allocated by the Administrative Agent to the payment of any amounts then owing to the Administrative Agent, the Lenders, the Holders Financing Parties and the other parties to the Operative Agreements (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 8.1(b)) as shall be determined by the Administrative Agent in its reasonable discretion; provided, however, that Supplemental Rent received upon the exercise of -------- ------- remedies after the occurrence and continuance of an Event of Default in lieu of or in substitution of the Maximum Residual Guarantee Amount or as a partial payment thereon shall be applied and allocated as set forth in Section 8.1(b)(iv).
(vivii) The Administrative Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Administrative Agent and apply and allocate each such amount in the manner specified above.
(c) Upon the payment in full of the Loans, the Holder Fundings Loans and all other amounts then due and owing by the Owner Trustee Borrower hereunder or under any other Credit Document and the payment in full of all other amounts then due and owing to the Lenders, the Holders, the Administrative Agent, the Owner Trustee and the other Financing Parties pursuant to the Operative AgreementsDocument, any such moneys remaining with the Administrative Agent shall be returned paid to the LesseeBorrower for disbursement in accordance with the Operative Agreements and if not provided for thereunder to such other Person or Persons as the Borrower may designate. In the event of an Acceleration it is agreed that, prior to the application and allocation of amounts received by the Administrative Agent in the order described in Section 8.1(b) above or any distribution of money to the Lesseeabove, any such amounts shall first be applied and allocated to the payment of (i) any and all sums advanced by the Administrative Agent in order to preserve the Collateral or to preserve its Lien thereonsecurity interest therein, (ii) the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Administrative Agent of its rights under the Security Documents, together with reasonable attorneys' β fees and expenses and court costs and (iii) any and all other amounts reasonably owed to the Administrative Agent under or in connection with the transactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).
Appears in 1 contract
Samples: Credit Agreement (Tech Data Corp)
Collection of Payments and Other Amounts. (a) The Construction Agent and each Credit Party has agreed pursuant to the terms of the Participation Agreement to pay to the Administrative Agent any and all Rent and any and all other amounts of any kind or type owing by the Lessee, the Guarantor or the Construction Agent to the Lessor or the Owner Trustee under the Lease or any of the other Operative Agreements. Promptly after receipt, the Administrative Agent shall apply, in accordance with the terms of this Section 8, such amounts received by the Construction Agent or any Credit Party and all other payments, receipts and other consideration of any kind whatsoever received by the Administrative Agent pursuant to the Security Agreement or otherwise received by the Administrative Agent or any of the Lenders in connection with the Collateral, the Security Documents or any of the other Operative Agreements.
(b) Payments and other amounts received by the Administrative Agent from time to time in accordance with the terms of subparagraph (a) shall be applied as follows (subject to all events to Section 8.1(c)):
(i) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated by the Administrative Agent first, ----- ratably to the Lenders and the Holders for application and ----- allocation to the payment of interest on the Loans and thereafter the principal of the Loans which is due and payable on such date and to the payment of accrued Holder Yield with respect to the Holder Fundings and thereafter the portion of the Holder Fundings which is due on such date; and second, if no Default ------ or Event of Default is in effect, any excess ------ shall be paid to such Person or Persons as the Lessee may designate; provided, that if a Default or -------- Event of Default is in effect, such excess -------- (if any) shall instead be held by the Administrative Agent until the earlier of (I) the first date thereafter on which no Default or Event of Default shall be in effect (in which case such payments or returns shall then be made to such other Person or Persons as the Lessee may designate) and (II) the Maturity Date or the Expiration Date, as the case may be (or, if earlier, the date of any Acceleration), in which case such amounts shall be applied and allocated in the manner contemplated by Section 8.1(b)(iv).
(ii) If on any date the Administrative Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15.1(a) or 15.1(g) of the Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Lease or held by Lessor as security for performance of Lessee's obligations under the Lease), or (B) the Termination Value in connection with the delivery of a Termination Notice pursuant to Article XVI of the Lease, or (C) the Termination Value in connection with the exercise of the Purchase Option under Section 20.1 of the Lease or the exercise of the option of the Lessor to transfer the Properties to the Lessee pursuant to Section 20.3 of the Lease, or (D) any payment in an amount equal to the Termination Value for any or all Construction Period Properties required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the principal balance of the Loans on such date in an amount equal to ninety-seven percent (97%) of such payment and the remaining three percent (3%) of such payment shall be applied pro rata to the principal amount of outstanding Holder Fundings on such date until the Loans are paid in full, and to Holder Fundings thereafter, (2) if an Acceleration has occurred, to apply and allocate the proceeds respecting Sections 8.1(b)(ii)(A) through 8.1(b)(ii)(D) in accordance with Section 8.1(b)(iii) hereof.
(iii) An amount equal to any payment identified as proceeds of the sale or other disposition (or lease upon the exercise of remedies) of the Properties or any portion thereof, whether pursuant to Article XXII of the Lease or the exercise of remedies under the Security Documents, the Lease or otherwise, and any payment in respect of excess wear and tear pursuant to Section 22.3 of the Lease (whether such payment relates to a period before or after the Construction Period Termination Date) shall be applied and allocated by the Administrative Agent first, ratably to the payment of ----- the principal and interest of the ----- Tranche B Loans then outstanding, second, ------ to the extent such amount exceeds ------ the maximum amount to be paid pursuant to the foregoing provisions of this paragraph (iii), ratably to the payment of the principal and interest of the Tranche A Loans then outstanding, third, ----- to any and all other amounts ----- owing under the Operative Agreements to the Lenders under the Tranche B Loans, fourth, to any and all other amounts ------ owing under the Operative ------ Agreements to the Lenders under the Tranche A Loans, fifth, ratably to the ----- payment to the Holders of the outstanding ----- principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder Fundings, sixth, to any and all ----- other amounts owing under the ----- Operative Agreements to the Holders, and seventh, to the extent moneys ------- remain after application and allocation ------- pursuant to clauses first through ----- sixth above, to the Owner Trustee for ----- ----- application and allocation to any and ----- all other amounts owing to the Holders or the Owner Trustee and as the Holders shall determine; provided, -------- further, where no Event of Default shall -------- ------- exist and be continuing and a ------- prepayment is made for any reason with respect to less than the full amount of the outstanding principal amount of the Loans and the outstanding Holder Fundings, the proceeds shall be applied and allocated ratably among the Lenders and among the Holders.
(iv) An amount equal to (A) any such payment identified as a payment of the Maximum Amount pursuant to the third paragraph of Section 2.1 of the Agency Agreement or any payment pursuant to Section 22.1(b) of the Lease (or otherwise) of the Maximum Residual Guarantee Amount (and any such lesser amount as may be required by Section 22.1(b) of the Lease) in respect of the Properties and (B) any other amount payable upon any exercise of remedies after the occurrence of an Event of Default not covered by Sections 8.1(b)(i) or 8.1(b)(iii) above (including without limitation any amount received in connection with an Acceleration which does not represent proceeds from the sale or liquidation of the Properties) and (C) any other amount payable by the Guarantor pursuant to Section 6B shall be applied and allocated by the Administrative Agent first, ratably, ----- to the payment of the principal and interest balance of Tranche A Loans then outstanding, second, ratably to the payment of the principal and ------ interest balance of the Tranche B Loans then outstanding, third, to the ----- payment of any other amounts owing to the Lenders hereunder or under any of the other Operative Agreements, fourth, ratably to the payment of the ------ principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder Fundings, and fifth, to the extent ----- moneys remain after application and allocation pursuant to clauses first ----- through fourth above, to the Owner Trustee for application and allocation -------------- to Holder Fundings and Holder Yield and any other amounts owing to the Holders or the Owner Trustee as the Holders shall determine.
(v) An amount equal to any such payment identified as Supplemental Rent and any payment by the Construction Agent not otherwise covered under Sections 8.1(b)(i)-(iv) hereof shall be applied and allocated by the Administrative Agent to the payment of any amounts then owing to the Administrative Agent, the Lenders, the Holders and the other parties to the Operative Agreements (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 8.1(b)) as shall be determined by the Administrative Agent in its reasonable discretion; provided, however, that -------- ------- Supplemental Rent received upon the exercise of -------- ------- remedies after the occurrence and continuance of an Event of Default in lieu of or in substitution of the Maximum Residual Guarantee Amount or as a partial payment thereon shall be applied and allocated as set forth in Section 8.1(b)(iv).
(vi) The Administrative Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Administrative Agent and apply and allocate each such amount in the manner specified above.
(c) Upon the payment in full of the Loans, the Holder Fundings and all other amounts then due and owing by the Owner Trustee hereunder or under any Credit Document and the payment in full of all other amounts then due and owing to the Lenders, the Holders, the Administrative Agent, the Owner Trustee and the other Financing Parties pursuant to the Operative Agreements, any moneys remaining with the Administrative Agent shall be returned to the Lessee. In the event of an Acceleration it is agreed that, prior to the application and allocation of amounts received by the Administrative Agent in the order described in Section 8.1(b) above or any distribution of money to the Lessee, any such amounts shall first be applied and allocated to the payment of (i) any and all sums advanced by the Administrative Agent in order to preserve the Collateral or to preserve its Lien thereon, (ii) the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Administrative Agent of its rights under the Security Documents, together with reasonable attorneys' fees and expenses and court costs and (iii) any and all other amounts reasonably owed to the Administrative Agent under or in connection with the transactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).
Appears in 1 contract
Collection of Payments and Other Amounts. (a) The Construction Agent and each Credit Party Lessee has agreed pursuant to the terms of the Participation Agreement to pay directly to the Administrative Agent any and all Rent and any and all other amounts of any kind or type owing by the Lessee, the Guarantor or the Construction Agent Lessee to the Lessor or the Owner Trustee under the Lease or any of the other Operative AgreementsAgreement. Promptly The Administrative Agent shall, promptly after receipt, the Administrative Agent shall apply, apply in accordance with the terms of this Section 8, SECTION 8 any such amounts received by from the Construction Agent or any Credit Party Lessee and all other payments, receipts and other consideration of any kind whatsoever received by the Administrative Agent pursuant to the Security Agreement or otherwise received by the Administrative Agent or any of the Lenders in connection with the Collateral, the Security Documents or any of the other Operative Agreements.
(b) Payments and other amounts received by the Administrative Agent from time to time in accordance with the terms of subparagraph (a) shall be applied as follows (subject to all events to Section 8.1(c)):follows:
(i) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated by the Administrative Agent firstFIRST, ----- ratably to the Lenders and the Holders for application and allocation to the payment of interest on the Loans and thereafter the principal of the Loans which is due and payable on such date (other than, except in the case of an Acceleration, Allocated Interest); and SECOND, to the Borrower for application ratably to the payment of accrued Holder Yield with respect to Holder Property Cost (other than, except in the Holder Fundings and thereafter the portion case of the Holder Fundings which is due on such datean Acceleration, Allocated Return); and secondTHIRD, if no Default ------ or Event of Default has occurred and is in effectcontinuing, any excess shall be paid to such Person or Persons as the Lessee may designate; provided, PROVIDED that if a Default or -------- Event of Default is in effect, such excess (if any) shall instead be held by the Administrative Agent until the earlier of (I) the first date thereafter on which no Default or Event of Default shall be in effect continuing (in which case such payments or returns shall then be made to such other Person or Persons as designated by the Lessee may designateLessee) and (II) the Maturity Date or the Expiration Date, as the case may be (or, if earlier, the date of any Acceleration), ) in which case such amounts shall be applied and allocated in the manner contemplated by Section 8.1(b)(ivSECTION 8.1(B)(IV).
(ii) If on any date the Administrative Agent Any such payment or the Lessor amount described in SECTION 2.6(B) shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15.1(a) or 15.1(g) of the Lease (excluding any payments in respect thereof which are payable to the Lessee be applied in accordance with the Lease or held by Lessor as security for performance of Lessee's obligations under the Lease), or (B) the Termination Value in connection with the delivery of a Termination Notice pursuant to Article XVI of the Lease, or (C) the Termination Value in connection with the exercise of the Purchase Option under Section 20.1 of the Lease or the exercise of the option of the Lessor to transfer the Properties to the Lessee pursuant to Section 20.3 of the Lease, or (D) any payment in an amount equal to the Termination Value for any or all Construction Period Properties required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the principal balance of the Loans on such date in an amount equal to ninety-seven percent (97%) of such payment and the remaining three percent (3%) of such payment shall be applied pro rata to the principal amount of outstanding Holder Fundings on such date until the Loans are paid in full, and to Holder Fundings thereafter, (2) if an Acceleration has occurred, to apply and allocate the proceeds respecting Sections 8.1(b)(ii)(A) through 8.1(b)(ii)(D) in accordance with Section 8.1(b)(iii) hereofSECTION 2.6(B).
(iii) An amount equal to any Any such payment identified as proceeds of the sale or other disposition (or lease upon the exercise of remedies) of the Properties or any portion thereofProperty, whether pursuant to Article ARTICLE XXII of the Lease or pursuant to the exercise of remedies under the Security Documents, the Lease Documents or otherwise, and any payment in respect of excess wear and tear pursuant to Section SECTION 22.3 of the Lease (whether such payment relates to a period before or after the Construction Period Termination Date) Lease, shall be applied and allocated by the Administrative Agent firstFIRST, ratably to the payment of ----- the principal and interest of the Tranche Series B Loans then outstanding, secondSECOND, ------ to the Borrower for application ratably to the payment of the outstanding principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder Fundings, THIRD, to the extent such amount payment exceeds the maximum amount to be paid payable pursuant to the foregoing provisions of this paragraph (iii), ratably to the payment of the principal and interest of the Tranche Series A Loans then outstanding, third, ----- to plus any and all other amounts owing to the Administrative Agent and the Lenders hereunder or under any of the other Operative Agreements to the Lenders under the Tranche B Loans, fourth, to any and all other amounts ------ owing under the Operative Agreements to the Lenders under the Tranche A Loans, fifth, ratably to the payment to the Holders of the outstanding ----- principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder Fundings, sixth, to any and all ----- other amounts owing under the Operative Agreements to the Holders, and seventhFOURTH, to the extent moneys remain after application and allocation ------- pursuant to clauses first FIRST through sixth THIRD above, to the Owner Trustee Borrower for ----- ----- application and allocation to any and all other amounts owing to the Holders or the Owner Trustee Borrower under the Operative Agreements and thereafter as the Borrower and the Holders shall determine; provided, -------- further, where no Event of Default shall exist and be continuing and a ------- prepayment is made for any reason with respect to less than the full amount of the outstanding principal amount of the Loans and the outstanding Holder Fundings, the proceeds shall be applied and allocated ratably among the Lenders and among the Holders.
(iv) An amount equal to (A) any Any such payment identified as a payment of the Maximum Amount pursuant to the third paragraph of Section 2.1 of the Agency Agreement or any payment pursuant to Section 22.1(bSECTION 22.1(B) of the Lease (or otherwise) of the Maximum Residual Guarantee Amount (and or any such lesser amount as may be required by Section 22.1(bSECTION 22.1(B) of the Lease) in respect of the Properties and (B) any other amount payable upon any exercise of remedies after the occurrence of an Event of Default not covered by Sections 8.1(b)(i) or 8.1(b)(iii) above (including without limitation any amount received in connection with an Acceleration which does not represent proceeds from the sale or liquidation of the Properties) and (C) any other amount payable by the Guarantor pursuant to Section 6B shall be applied and allocated by the Administrative Agent firstFIRST, ratably, ----- ratably to the payment of the principal and interest balance of Tranche the Series A Loans then outstanding, second, ratably to the payment of the principal and ------ interest balance of the Tranche B Loans then outstanding, thirdSECOND, to the ----- payment of any other amounts owing to the Administrative Agent or the Lenders hereunder or under any of the other Operative Agreements, fourth, ratably to the payment of the ------ principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder FundingsAgreement, and fifthTHIRD, to the extent ----- moneys remain after application and allocation pursuant to clauses first ----- through fourth FIRST and SECOND above, to the Owner Trustee Borrower for application and allocation -------------- to Holder Fundings and Holder Yield and any other amounts owing to the Holders or the Owner Trustee Borrower under the Operative Agreements and thereafter as the Borrower and the Holders shall determine.
(v) An amount equal to any Any such payment identified as Supplemental Rent and any payment by the Construction Agent not otherwise covered under Sections 8.1(b)(i)-(iv) hereof shall be applied and allocated by the Administrative Agent to the payment of any amounts then owing to the Administrative Agent, the Lenders, the Holders and the other parties to the Operative Agreements (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 8.1(bSECTION 8.1(B)) as shall be determined by the Administrative Agent in its reasonable discretion; provided, however, that Supplemental Rent received upon the exercise of -------- ------- remedies after the occurrence and continuance of an Event of Default in lieu of or in substitution of the Maximum Residual Guarantee Amount or as a partial payment thereon shall be applied and allocated as set forth in Section 8.1(b)(iv).
(vi) The Administrative Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Administrative Agent and apply and allocate each such amount in the manner specified above.
(c) Upon the payment in full termination of the Loans, the Holder Fundings and all other amounts then due and owing by the Owner Trustee hereunder or under any Credit Document Commitments and the payment in full of the Loans and all other amounts then due and owing to by the Lenders, the Holders, the Administrative Agent, the Owner Trustee and the Borrower hereunder or under any other Financing Parties pursuant to the Operative AgreementsCredit Document, any such moneys remaining with the Administrative Agent shall be returned paid to the LesseeBorrower for disbursement in accordance with the Operative Agreements and if not provided for thereunder to such other Person or Persons as the Borrower may designate. In the event of an Acceleration it is agreed that, prior to the application and allocation of amounts received by the Administrative Agent in the order described in Section 8.1(bSECTION 8.1(B) above or any distribution of money to the Lesseeabove, any such amounts shall first be applied and allocated to the payment of (i) any and all sums advanced by the Administrative Agent in order to preserve the Collateral or to preserve its Lien thereonsecurity interest therein, (ii) the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Administrative Agent of its rights under the Security Documents, together with reasonable attorneys' fees and expenses and court costs and (iii) any and all other amounts reasonably owed to the Administrative Agent under or in connection with the transactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).
Appears in 1 contract
Samples: Credit Agreement (Aviation Sales Co)
Collection of Payments and Other Amounts. (a) The Construction Agent and each Credit Party Lessee has agreed pursuant to the terms of the Participation Agreement to pay directly to the Administrative Agent any and all Rent and any and all other amounts of any kind or type owing by the Lessee, the Guarantor or the Construction Agent Lessee to the Lessor or the Owner Trustee under the Lease or any of the other Operative AgreementsAgreement. Promptly The Administrative Agent shall, promptly after receipt, the Administrative Agent shall apply, apply in accordance with the terms of this Section 8, 7 any such amounts received by from the Construction Agent or any Credit Party Lessee and all other payments, receipts and other consideration of any kind whatsoever received by the Administrative Agent pursuant to the Security Agreement or otherwise received by the Administrative Agent or any of the Lenders in connection with the Collateral, the Security Documents or any of the other Operative Agreements.
(b) Payments and other amounts received by the Administrative Agent from time to time in accordance with the terms of subparagraph (a) shall be applied as follows (subject to all events to Section 8.1(c)):follows:
(i) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated by the Administrative Agent first, ----- ratably to the Lenders and the Holders Financing Parties for application and allocation to the payment of interest on the Loans and thereafter Yield on the principal of the Loans Allocated Amount which is due and payable on such date and to the payment of accrued Holder Yield with respect to the Holder Fundings and thereafter the portion of the Holder Fundings which is due on such date; and second, if no Default ------ or Event of Default has occurred and is in effectcontinuing, any excess shall be paid to such Person or Persons as the Lessee may designate; provided, provided that if a Default or -------- Event of Default is in effect, such excess (if any) shall instead be held by the Administrative Agent until the earlier of (I) the first date thereafter on which no Default or Event of Default shall be in effect continuing (in which case such payments or returns shall then be made to such other Person or Persons as designated by the Lessee may designateLessee) and (II) the Maturity Date or the Expiration Date, as the case may be (or, if earlier, the date of any Acceleration), ) in which case such amounts shall be applied and allocated in the manner contemplated by Section 8.1(b)(iv7.1(b)(v).
(ii) If on any date the Administrative Agent Any such payment or the Lessor amount described in Section 2.4(b) shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15.1(a) or 15.1(g) of the Lease (excluding any payments in respect thereof which are payable to the Lessee be applied in accordance with the Lease or held by Lessor as security for performance of Lessee's obligations under the Lease), or (B) the Termination Value in connection with the delivery of a Termination Notice pursuant to Article XVI of the Lease, or (C) the Termination Value in connection with the exercise of the Purchase Option under Section 20.1 of the Lease or the exercise of the option of the Lessor to transfer the Properties to the Lessee pursuant to Section 20.3 of the Lease, or (D) any payment in an amount equal to the Termination Value for any or all Construction Period Properties required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the principal balance of the Loans on such date in an amount equal to ninety-seven percent (97%) of such payment and the remaining three percent (3%) of such payment shall be applied pro rata to the principal amount of outstanding Holder Fundings on such date until the Loans are paid in full, and to Holder Fundings thereafter, (2) if an Acceleration has occurred, to apply and allocate the proceeds respecting Sections 8.1(b)(ii)(A) through 8.1(b)(ii)(D) in accordance with Section 8.1(b)(iii) hereof2.4(b).
(iii) An amount equal to any Any such payment identified as proceeds of the sale or other disposition (or lease upon the exercise of remedies) of the Properties or any portion thereofProperty, whether pursuant to Article XXII of the Lease or the exercise of remedies under the Security Documents, the Lease or otherwise, and any payment in respect of excess wear and tear pursuant to Section 22.3 of the Lease (whether such payment relates to a period before or after the Construction Period Termination Date) Lease, shall be applied and allocated by the Administrative Agent first, ratably to the payment of ----- the principal and interest of the Tranche B Loans then outstanding, second, ------ to the extent such amount exceeds the maximum amount to be paid pursuant to the foregoing provisions of this paragraph (iii), ratably to the payment of the principal and interest of the Tranche Series B Loans and principal and Yield of the B Allocated Amount then outstanding with respect to such Property, second, ratably to the payment of the principal and interest of the Series A Loans then outstandingand principal and Yield on the A Allocated Amount with respect to such Property, third, ----- ratably to the payment of any and all other amounts owing to the Administrative Agent and the Financing Parties hereunder or under any of the other Operative Agreements with respect to such Property and thereafter as the Lessee shall determine.
(iv) Any such payment identified as proceeds of the sale of any Property pursuant to the exercise of remedies under the Operative Agreements to Security Documents or otherwise (except as set forth in Section 7.1(b)(iii), shall be applied by the Lenders under the Tranche B Loans, fourth, to any and all other amounts ------ owing under the Operative Agreements to the Lenders under the Tranche A Loans, fifthAdministrative Agent first, ratably to the payment to the Holders of the outstanding ----- principal balance and interest of all Holder Fundings plus all outstanding Holder the Loans and principal and Yield with respect to such outstanding Holder Fundingsof the Allocated Amount then outstanding, sixthsecond, to any and all ----- other amounts owing under the Operative Agreements to the Holders, and seventh, to the extent moneys remain after application and allocation ------- pursuant to clauses first through sixth above, to the Owner Trustee for ----- ----- application and allocation ratably to any and all other amounts owing to the Holders Administrative Agent and the Financing Parties hereunder or under any of the Owner Trustee other Operative Agreements and thereafter as the Holders Lessee shall determine; provided, -------- further, where no Event of Default shall exist and be continuing and a ------- prepayment is made for any reason with respect to less than the full amount of the outstanding principal amount of the Loans and the outstanding Holder Fundings, the proceeds shall be applied and allocated ratably among the Lenders and among the Holders.
(ivv) An amount equal to (A) any Any such payment identified as a payment of the Maximum Amount pursuant to the third paragraph of Section 2.1 of the Agency Agreement or any payment pursuant to Section 22.1(b) of the Lease (or otherwise) of the Maximum Residual Guarantee Amount (and or any such lesser amount as may be required by Section 22.1(b) of the Lease) in respect of the Properties and (B) any other amount payable upon any exercise of remedies after the occurrence of an Event of Default not covered by Sections 8.1(b)(i) or 8.1(b)(iii) above (including without limitation any amount received in connection with an Acceleration which does not represent proceeds from the sale or liquidation of the Properties) and (C) any other amount payable by the Guarantor pursuant to Section 6B shall be applied and allocated by the Administrative Agent first, ratably, ----- ratably to the payment of the principal and interest balance of Tranche the Series A Loans and principal and Yield on the A Allocated Amount then outstanding, second, ratably to the payment of the principal and ------ interest balance of the Tranche Series B Loans and principal and Yield on the B Allocated Amount then outstanding, and third, to the ----- payment of any other amounts owing to the Lenders Administrative Agent or the Financing Parties hereunder or under any of the other Operative Agreements, fourth, ratably to the payment of the ------ principal balance of all Holder Fundings plus all outstanding Holder Yield with respect to such outstanding Holder FundingsAgreement, and fifth, to the extent ----- moneys remain after application and allocation pursuant to clauses first ----- through fourth above, to the Owner Trustee for application and allocation -------------- to Holder Fundings and Holder Yield and any other amounts owing to the Holders or the Owner Trustee thereafter as the Holders Lessee shall determine.
(vvi) An amount equal to any Any such payment identified as Supplemental Rent and any payment by the Construction Agent not otherwise covered under Sections 8.1(b)(i)-(iv) hereof shall be applied and allocated by the Administrative Agent to the payment of any amounts then owing to the Administrative Agent, the Lenders, the Holders Financing Parties and the other parties to the Operative Agreements (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 8.1(b7.1(b)) as shall be determined by the Administrative Agent in its reasonable discretion; provided, however, that Supplemental Rent received upon the exercise of -------- ------- remedies after the occurrence and continuance of an Event of Default in lieu of or in substitution of the Maximum Residual Guarantee Amount or as a partial payment thereon shall be applied and allocated as set forth in Section 8.1(b)(iv).
(vivii) The Administrative Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Administrative Agent and apply and allocate each such amount in the manner specified above.
(c) Upon the payment in full of the Loans, the Holder Fundings Loans and all other amounts then due and owing by the Owner Trustee Borrower hereunder or under any other Credit Document and the payment in full of all other amounts then due and owing to the Lenders, the Holders, the Administrative Agent, the Owner Trustee and the other Financing Parties pursuant to the Operative AgreementsDocument, any such moneys remaining with the Administrative Agent shall be returned paid to the LesseeBorrower for disbursement in accordance with the Operative Agreements and if not provided for thereunder to such other Person or Persons as the Borrower may designate. In the event of an Acceleration it is agreed that, prior to the application and allocation of amounts received by the Administrative Agent in the order described in Section 8.1(b7.1(b) above or any distribution of money to the Lesseeabove, any such amounts shall first be applied and allocated to the payment of (i) any and all sums advanced by the Administrative Agent in order to preserve the Collateral or to preserve its Lien thereonsecurity interest therein, (ii) the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Administrative Agent of its rights under the Security Documents, together with reasonable attorneys' β fees and expenses and court costs and (iii) any and all other amounts reasonably owed to the Administrative Agent under or in connection with the transactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).
Appears in 1 contract
Samples: Credit Agreement (Tech Data Corp)
