Common use of Debt Service Reserve; Labor Contingency Interest Reserve Clause in Contracts

Debt Service Reserve; Labor Contingency Interest Reserve. (a) The Borrower agrees that all amounts deposited into the Debt Service Account from time to time shall be applied in accordance with Section 3.07 of the Security Agreement. Subject to Section 3.06(d) of the Security Agreement and to the terms of the NBA Consent Letter in each event, at any time that the amount in the Debt Service Account is less than the Debt Service Reserve Amount, League Pledged Revenue Receipts deposited into the Collection Account shall be transferred into the Debt Service Account to the extent required so that the amount in the Debt Service Account is equal to the Debt Service Reserve Amount. Subject to Section 2.19(b), at the Borrower’s request, the Agent shall release to the Borrower amounts from the Debt Service Account to the extent of any excess above the Debt Service Reserve Amount, provided that no Event of Default is continuing. Any amounts remaining in the Debt Service Account on the earlier of the Maturity Date and the date that all of the Commitments are terminated, other than any such amounts required to be utilized for the payment of principal or interest on Loans or other amounts then due and payable hereunder by the Borrower, shall be released to the Borrower, provided that no Event of Default is continuing. (b) During any Labor Contingency Interest Reserve Period, at any time that the amount in the Debt Service Account is less than the Labor Contingency Interest Reserve Amount, League Pledged Revenue Receipts deposited into the Collection Account shall, subject to Section 3.06 of the Security Agreement, Section 2.19(a) and to the terms of the NBA Consent Letter in each event, be transferred into the Debt Service Account to the extent required so that the amount in the Debt Service Account is equal to the Labor Contingency Interest Reserve Amount. The Labor Contingency Interest Reserve Amount will be calculated on each Labor Contingency Calculation Date to give effect to any change in the projected interest expense on the Loans outstanding on such Labor Contingency Calculation Date (as recalculated on a subsequent Labor Contingency Calculation Date, the “Recalculated Labor Contingency Interest Reserve Amount”). If the aggregate amount on deposit in the Debt Service Account is less than such Recalculated Labor Contingency Interest Reserve Amount, League Pledged Revenue Receipts deposited into the Collection Account shall, subject to Section 3.06 of the Security Agreement, Section 2.19(a) and to the terms of the NBA Consent Letter, be transferred into the Debt Service Account to the extent required so that the amount in the Debt Service Account is equal to the Recalculated Labor Contingency Interest Reserve Amount. If, on any Labor Contingency Calculation Date, the amount on deposit in the Debt Service Account is greater than the Recalculated Labor Contingency Interest Reserve Amount, any such excess, other than any such amounts required to be utilized for the payment of principal or interest on Loans or other amounts then due and payable hereunder by the Borrower shall be released to the Borrower. During any Labor Contingency Interest Reserve Period, at the Borrower’s request, the Agent shall release to the Borrower amounts from the Debt Service Account to the extent of any excess above the Labor Contingency Interest Reserve Amount or the Recalculated Labor Contingency Interest Reserve Amount, as applicable, provided that no Event of Default is continuing. Any amounts remaining in the Debt Service Account on the earlier of the Maturity Date and the date that all of the Commitments are terminated, other than any such amounts required to be utilized for the payment of principal or interest on Loans or other amounts then due and payable hereunder by the Borrower, shall be released to the Borrower, provided that no Event of Default is continuing. In the event any Loan is made to the Borrower during any Labor Contingency Interest Reserve Period, the Labor Contingency Interest Reserve Amount or the Recalculated Labor Contingency Interest Reserve Amount, as applicable, will be recalculated, and an amount equal to any shortfall so determined (after giving effect to any addition to the Debt Service Account required in connection with such Loan) will be deducted from the proceeds of such Loan and promptly transferred to the Debt Service Account. Notwithstanding the foregoing, in no event shall the amount in the Debt Service Account be higher than the amount necessary to fund 365 days’ interest (calculated in the manner set forth above) on the Loans plus 365 days of projected Commitment Fees (calculated in the manner set forth above) payable on unused Commitments (and any excess shall promptly be released to the Borrower, provided no Event of Default is continuing or would result therefrom). (c) The Collateral Agent shall make all calculations of the Debt Service Reserve Amount and the Labor Contingency Interest Reserve Amount, and such calculations shall be conclusive and binding on the parties hereto absent manifest error. The Borrower shall provide the Collateral Agent with such information as may be reasonably necessary to permit the Collateral Agent to make such calculations. (d) Whenever any amount of principal or interest on any Loans, or any other amounts owed by the Borrower hereunder, is due and payable, unless such principal, interest or other amount is paid when due by the Borrower, the Collateral Agent shall, and is hereby authorized and directed by the Borrower to, utilize any funds then in the Debt Service Account to make payment of such principal, interest or other amount (and to convert any Eligible Investments in either such account to cash for purposes of making any such payment), in each case without the necessity of any further approval or authorization of the Borrower. The Agent shall promptly notify the Borrower of any such payment effected pursuant to this paragraph. (e) Whenever any amount of interest on any Loans is due and payable and insufficient funds exist in the Collection Account and Debt Service Account to make payment of such interest in full, unless such interest is paid when due by the Borrower, the Agent shall, and is hereby irrevocably authorized and directed to, make a Loan to the Borrower utilizing undrawn and available Commitments in the amount necessary (after giving effect to payments made pursuant to paragraph (d) above) to provide for the payment in full when due of such interest, without the necessity of any further approval or authorization of the Borrower. The proceeds of any such Loan shall be disbursed directly to the Agent, for application to such interest payment, and the Agent shall give prompt notice of any such Loan to the Borrower. (f) Notwithstanding any provision to the contrary herein, amounts held in the Debt Service Account will not be released to the Borrower at any time when the Borrower must prepay outstanding Loans pursuant to Section 2.08(b) as a result of a reduction in the Commitments pursuant to Section 2.06(c), but will be applied instead to the repayment of Loans to the extent necessary to eliminate such excess.

Debt Service Reserve; Labor Contingency Interest Reserve. (a) The Borrower agrees that all amounts deposited into the Debt Service Account from time to time shall be applied in accordance with Section 3.07 and 4.02 of the Security Agreement. Subject to Section 3.06(d) 3.06 of the Security Agreement and to Agreement, if on the terms first date of any fiscal quarter of the NBA Consent Letter in each event, at any time that Borrower the amount in the Debt Service Account is less than the Debt Service Reserve AmountAmount on such date, within ten Business Days of such date the Borrower shall transfer League Pledged Revenue Receipts and Local Pledged Revenue Receipts deposited into the Collection Account shall be transferred in an amount equal to such shortfall into the Debt Service Account Account. Subject to Section 2.19(b), if on the extent required so that first date of any fiscal quarter of the Borrower the amount in the Debt Service Account is equal to greater than the Debt Service Reserve Amount. Subject to Section 2.19(b)Amount on such date, at the Borrower’s request, the Agent shall release to the Borrower amounts from the Debt Service Account to the extent of any excess above the Debt Service Reserve Amountsuch excess, provided that no Event of Default is continuing. Any amounts remaining in the Debt Service Account on the earlier of the Maturity Date and the date that all of the Commitments are terminated, other than any such amounts required to be utilized for the payment of principal or interest on Loans or other amounts then due and payable hereunder by the Borrower, shall be released to the Borrower, provided that no Event of Default is continuing. (b) During any Labor Contingency Interest Reserve Period, at any time that the amount in the Debt Service Account is less than the Labor Contingency Interest Reserve Amount, League Pledged Revenue Receipts and Local Pledged Revenue Receipts deposited into the Collection Account shall, subject to Section 3.06 of the Security Agreement, Agreement and Section 2.19(a) and to the terms of the NBA Consent Letter in each event), be transferred into the Debt Service Account to the extent required so that the amount in the Debt Service Account is equal to the Labor Contingency Interest Reserve Amount. The Labor Contingency Interest Reserve Amount will be calculated on each Labor Contingency Calculation Date to give effect to any change in the projected interest expense on the Loans outstanding on such Labor Contingency Calculation Date (as recalculated on a subsequent Labor Contingency Calculation Date, the “Recalculated Labor Contingency Interest Reserve Amount”). If the aggregate amount on deposit in the Debt Service Account is less than such Recalculated Labor Contingency Interest Reserve Amount, League Pledged Revenue Receipts and Local Pledged Revenue Receipts deposited into the Collection Account shall, subject to Section 3.06 of the Security Agreement, Agreement and Section 2.19(a) and to the terms of the NBA Consent Letter), be transferred into the Debt Service Account to the extent required so that the amount in the Debt Service Account is equal to the Recalculated Labor Contingency Interest Reserve Amount. If, on any Labor Contingency Calculation Date, the amount on deposit in the Debt Service Account is greater than the Recalculated Labor Contingency Interest Reserve Amount, any such excess, other than any such amounts required to be utilized for the payment of principal or interest on Loans or other amounts then due and payable hereunder by the Borrower shall be released to the Borrower. During any Labor Contingency Interest Reserve Period, at the Borrower’s request, the Agent shall release to the Borrower amounts from the Debt Service Account to the extent of any excess above the Labor Contingency Interest Reserve Amount or the Recalculated Labor Contingency Interest Reserve Amount, as applicable, provided that no Event of Default is continuing. Any amounts remaining in the Debt Service Account on the earlier of the Maturity Date and the date that all of the Commitments are terminated, other than any such amounts required to be utilized for the payment of principal or interest on Loans or other amounts then due and payable hereunder by the Borrower, shall be released to the Borrower, provided that no Event of Default is continuing. In the event any Loan is made to the Borrower during any Labor Contingency Interest Reserve Period, the Labor Contingency Interest Reserve Amount or the Recalculated Labor Contingency Interest Reserve Amount, as applicable, will be recalculated, and an amount equal to any shortfall so determined (after giving effect to any addition to the Debt Service Account required in connection with such Loan) will be deducted from the proceeds of such Loan and promptly transferred to the Debt Service Account. Notwithstanding the foregoing, in no event shall the amount in the Debt Service Account be higher than the amount necessary to fund 365 days’ interest (calculated in the manner set forth above) on the Loans plus 365 days of projected Commitment Fees (calculated in the manner set forth above) payable on unused Commitments (and any excess shall promptly be released to the Borrower, provided no Event of Default is continuing or would result therefrom). (c) The Collateral Agent shall make all calculations of the Debt Service Reserve Amount and the Labor Contingency Interest Reserve Amount, and such calculations shall be conclusive and binding on the parties hereto absent manifest error. The Borrower shall provide the Collateral Agent with such information as may be reasonably necessary to permit the Collateral Agent to make such calculations. (d) Whenever any amount of principal or interest on any Loans, or any other amounts owed by the Borrower hereunder, is due and payable, unless such principal, interest or other amount is paid when due by the Borrower, the Collateral Agent shall, and is hereby authorized and directed by the Borrower to, utilize any funds then in the Debt Service Account to make payment of such principal, interest or other amount (and to convert any Eligible Investments in either such account to cash for purposes of making any such payment), in each case without the necessity of any further approval or authorization of the Borrower. The Agent shall promptly notify the Borrower of any such payment effected pursuant to this paragraph. (e) Whenever any amount of interest on any Loans is due and payable and insufficient funds exist in the Collection Account and Debt Service Account to make payment of such interest in full, unless such interest is paid when due by the Borrower, the Agent shall, and is hereby irrevocably authorized and directed to, make a Loan to the Borrower utilizing undrawn and available Commitments in the amount necessary (after giving effect to payments made pursuant to paragraph (d) above) to provide for the payment in full when due of such interest, without the necessity of any further approval or authorization of the Borrower. The proceeds of any such Loan shall be disbursed directly to the Agent, for application to such interest payment, and the Agent shall give prompt notice of any such Loan to the Borrower. (f) Notwithstanding any provision to the contrary herein, amounts held in the Debt Service Account will not be released to the Borrower at any time when the Borrower must prepay outstanding Loans pursuant to Section 2.08(b) as a result of a reduction in the Commitments pursuant to Section 2.06(c), but will be applied instead to the repayment of Loans to the extent necessary to eliminate such excess.

Debt Service Reserve; Labor Contingency Interest Reserve. (a) The Borrower agrees that all amounts deposited into the Debt Service Account from time to time shall be applied in accordance with Section 3.07 and 4.02 of the Security Agreement. Subject to Section 3.06(d) 3.06 of the Security Agreement and to Agreement, if on the terms first date of any fiscal quarter of the NBA Consent Letter in each event, at any time that Borrower the amount in the Debt Service Account is less than the Debt Service Reserve AmountAmount on such date, within ten Business Days of such date the Borrower shall transfer League Pledged Revenue Receipts and Local Pledged Revenue Receipts deposited into the Collection Account shall be transferred in an amount equal to such shortfall into the Debt Service Account Account. Subject to Section 2.19(b), if on the extent required so that first date of any fiscal quarter of the Borrower the amount in the Debt Service Account is equal to greater than the Debt Service Reserve Amount. Subject to Section 2.19(b)Amount on such date, at the Borrower’s request, the Agent shall release to the Borrower amounts from the Debt Service Account to the extent of any excess above the Debt Service Reserve Amountsuch excess, provided that no Event of Default is continuing. Any amounts remaining in the Debt Service Account on the earlier of the Maturity Date and the date that all of the Commitments are terminated, other than any such amounts required to be utilized for the payment of principal or interest on Loans or other amounts then due and payable hereunder by the Borrower, shall be released to the Borrower, provided that no Event of Default is continuing. (b) During any Labor Contingency Interest Reserve Period, at any time that the amount in the Debt Service Account is less than the Labor Contingency Interest Reserve Amount, League Pledged Revenue Receipts and Local Pledged Revenue Receipts deposited into the Collection Account shall, subject to Section 3.06 of the Security Agreement, Agreement and Section 2.19(a) and to the terms of the NBA Consent Letter in each event), be transferred into the Debt Service Account to the extent required so that the amount in the Debt Service Account is equal to the Labor Contingency Interest Reserve Amount. The Labor Contingency Interest Reserve Amount will be calculated on each Labor Contingency Calculation Date to give effect to any change in the projected interest expense on the Loans outstanding on such Labor Contingency Calculation Date (as recalculated on a subsequent Labor Contingency Calculation Date, the “Recalculated Labor Contingency Interest Reserve Amount”). If the aggregate amount on deposit in the Debt Service Account is less than such Recalculated Labor Contingency Interest Reserve Amount, League Pledged Revenue Receipts and Local Pledged Revenue Receipts deposited into the Collection Account shall, subject to Section 3.06 of the Security Agreement, Agreement and Section 2.19(a) and to the terms of the NBA Consent Letter), be transferred into the Debt Service Account to the extent required so that the amount in the Debt Service Account is equal to the Recalculated Labor Contingency Interest Reserve Amount. If, on any Labor Contingency Calculation Date, the amount on deposit in the Debt Service Account is greater than the Recalculated Labor Contingency Interest Reserve Amount, any such excess, other than any such amounts required to be utilized for the payment of principal or interest on Loans or other amounts then due and payable hereunder by the Borrower shall be released to the Borrower. During any Labor Contingency Interest Reserve Period, at the Borrower’s request, the Agent shall release to the Borrower amounts from the Debt Service Account to the extent of any excess above the Labor Contingency Interest Reserve Amount or the Recalculated Labor Contingency Interest Reserve Amount, as applicable, provided that no Event of Default is continuing. Any amounts remaining in the Debt Service Account on the earlier of the Maturity Date and the date that all of the Commitments are terminated, other than any such amounts required to be utilized for the payment of principal or interest on Loans or other amounts then due and payable hereunder by the Borrower, shall be released to the Borrower, provided that no Event of Default is continuing. In the event any Loan is made to the Borrower during any Labor Contingency Interest Reserve Period, the Labor Contingency Interest Reserve Amount or the Recalculated Labor Contingency Interest Reserve Amount, as applicable, will be recalculated, and an amount equal to any shortfall so determined (after giving effect to any addition to the Debt Service Account required in connection with such Loan) will be deducted from the proceeds of such Loan and promptly transferred to the Debt Service Account. Notwithstanding the foregoing, in no event shall the amount in the Debt Service Account be higher than the amount necessary to fund 365 days’ interest (calculated in the manner set forth above) on the Loans plus 365 days of projected Commitment Fees (calculated in the manner set forth above) payable on unused Commitments (and any excess shall promptly be released to the Borrower, provided no Event of Default is continuing or would result therefrom). (c) The Collateral Agent shall make all calculations of the Debt Service Reserve Amount and the Labor Contingency Interest Reserve Amount, and such calculations shall be conclusive and binding on the parties hereto absent manifest error. The Borrower shall provide the Collateral Agent with such information as may be reasonably necessary to permit the Collateral Agent to make such calculations. (d) Whenever any amount of principal or interest on any Loans, or any other amounts owed by the Borrower hereunder, is due and payable, unless such principal, interest or other amount is paid when due by the Borrower, the Collateral Agent shall, and is hereby authorized and directed by the Borrower to, utilize any funds then in the Debt Service Account to make payment of such principal, interest or other amount (and to convert any Eligible Investments in either such account to cash for purposes of making any such payment), in each case without the necessity of any further approval or authorization of the Borrower. The Agent shall promptly notify the Borrower of any such payment effected pursuant to this paragraph. (e) Whenever any amount of interest on any Loans is due and payable and insufficient funds exist in the Collection Account and Debt Service Account to make payment of such interest in full, unless such interest is paid when due by the Borrower, the Agent shall, and is hereby irrevocably authorized and directed to, make a Loan to the Borrower utilizing undrawn and available Commitments in the amount necessary (after giving effect to payments made pursuant to paragraph (d) above) to provide for the payment in full when due of such interest, without the necessity of any further approval or authorization of the Borrower. The proceeds of any such Loan shall be disbursed directly to the Agent, for application to such interest payment, and the Agent shall give prompt notice of any such Loan to the Borrower. (f) Notwithstanding any provision to the contrary herein, amounts held in the Debt Service Account will not be released to the Borrower at any time when the Borrower must prepay outstanding Loans pursuant to Section 2.08(b) as a result of a reduction in the Commitments pursuant to Section 2.06(c), but will be applied instead to the repayment of Loans to the extent necessary to eliminate such excess.Service