PAYMENT OF LICENCE FEE 4.1 In consideration for the Licence Granted to the Licensee, the Licensee must pay to SAMRO an annual Licence Fee calculated in accordance with the SAMRO Tariff RT, as amended from time to time (“Licence Fee”).
4.2 The Licence Fee is payable annually, in advance, within 30 days (including weekends and public holidays) of the date of invoice.
4.3 The Licence Fee is based on the information provided by the Licensee. The licensee warrants that all information provided to SAMRO is true, correct and up to date.
4.4 XXXXX may amend the Tariff and Licence Fee payable, with 3 (three) months’ prior written notice of any such amendment to the Licensee.
4.5 The Licensee is liable for payment of the amended licence fee from the date that the amended Tariff becomes effective.
4.6 If any increased Licence Fee becomes payable as a result of a change in the manner and extent of the Performance or usage of XXXXX’s Repertoire, the Licensee must forthwith pay the proper proportion of such increased fee from the date of such change in the manner or extent of Performance of music.
4.7 If the amended Licence Fee is less than that which the Licensee previously paid, the pro-rata balance in respect thereof will be set off as a credit against the Licence Fee payable for the next ensuing year or, at the Licensee’s option, refunded.
4.8 XXXXX will have the right, at any time during the subsistence of the Agreement, to reassess and check the Licence Fee payable by the Licensee and the parameters upon which the Licence Fee is payable.
Application of Mandatory Prepayments by Type of Loans Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.
Application of Mandatory Prepayments All amounts required to be paid pursuant to this Section 2.06(b) shall be applied as follows:
(A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations;
(B) with respect to all amounts prepaid pursuant to Section 2.06(b)(iii), ratably to the Term B Loans (to the principal amortization payments scheduled to be made in direct order of maturity); and
(C) with respect to all amounts prepaid pursuant to Sections 2.06(b)(ii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made in direct order of maturity and, thereafter, on a pro rata basis to the remaining principal amortization payments of the applicable Term Loan), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the remaining L/C Obligations (without a commitment reduction thereunder). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
Application of Voluntary Prepayments by Type of Loans Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by the Borrower in the applicable notice of prepayment; provided, that in the event the Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:
Application of Prepayments Reductions (i) Any prepayment of any Loan pursuant to Section 2.07(a) shall be applied as specified by the Borrower in the applicable notice of prepayment; provided, in the event the Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied to prepay each Class of outstanding Loans on a pro rata basis and, within each Class, to reduce the remaining scheduled installments of principal in direct order of maturity.
(ii) Any amount required to be paid pursuant to Section 2.07(b)(i) and Section 2.07(b)(iv) shall be applied ratably to each Class of outstanding Loans and, within each such Class, (i) first, to reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that, if at the time any amount is required to be paid pursuant to Section 2.07(b)(i) the Borrower is required to offer to repurchase or prepay Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds received from an Asset Sale or Recovery Event (such Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Loans that would otherwise have been required pursuant to Section 2.07(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.
(iii) Any amount required to be paid pursuant to Section 2.07(b)(ii) and Section 2.07(b)(v) shall be applied ratably to each Class of outstanding Loans and, within each such Class, to the remaining scheduled payments required thereunder on a pro rata basis.
(iv) Any amount required to be paid pursuant to Section 2.07(b)(iii) shall be applied ratably to each Class of outstanding Loans and, within each such Class, (i) first, to reduce the next eight scheduled payments required under Section 2.06(a) (or the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment) in direct order of maturity and (ii) second, to the remaining scheduled payments required thereunder on a pro rata basis; provided that any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Credit Agreement Refinanced Debt.
(v) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans (other than any prepayment pursuant to Section 2.07(b)(v)), not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount (such declined amount, the “Declined Proceeds”). Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). Any Declined Proceeds may be retained by the Borrower.
Cumulative Prepayments Except as otherwise expressly provided in this Section 2.05, payments with respect to any subsection of this Section 2.05 are in addition to payments made or required to be made under any other subsection of this Section 2.05.
Prepayment of Loan So long as ECOLOGY shall hold this loan, the RECIPIENT may prepay the entire unpaid principal balance of and accrued interest on the loan or any portion of the remaining unpaid principal balance of the Loan Amount . Any prepayments on the loan shall be applied first to any accrued interest due and then to the outstanding principal balance of the Loan Amount. If the RECIPIENT elects to prepay the entire remaining unpaid balance and accrued interest, the RECIPIENT shall first contact ECOLOGY’s Revenue/Receivable Manager of the Fiscal Office.
Application of Commitment Reductions; Payment of Fees The Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.
Application to Repayment Amounts (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).
(ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.
Prepayment of Advances No Borrower shall have the right to prepay any principal amount of any Advances other than as provided in this Section 2.07.
