QUARTERLY TRANSFERS. On each Quarterly Transfer Date, the Collateral Trustee shall distribute from the cash available in the Revenue Account (after making any distributions required by paragraph (a) above) the following amounts in the following order of priority: (i) to the Administrative Agent, for the account of (A) the Term Lenders, the amount, if any, equal to the scheduled principal payments with respect to the Term Loans set forth in SCHEDULE 2.7(B) and all accrued and unpaid interest thereon which the Administrative Agent certifies to the Borrower and the Collateral Trustee to be due and payable on such date and (B) the Revolving Credit Lenders, the amount, if any, equal to the principal with respect to the Revolving Credit Loans and all accrued and unpaid interest thereon which the Administrative Agent certifies to the Borrower and the Collateral Trustee to be due and payable on such date, PRO RATA and (ii) if such Quarterly Transfer Date is in January or July, to the Senior Unsecured Note Trustee, the amount, if any, equal to the accrued and unpaid interest on the Senior Unsecured Notes which the Borrower certifies to the Collateral Trustee to be due and payable on such date (or, if such Quarterly Transfer Date is not a Senior Unsecured Note Interest Payment Date, the amount, if any, equal to the accrued and unpaid interest on the Senior Unsecured Notes which the Borrower certifies to the Collateral Trustee to be due and payable on the immediately succeeding Senior Unsecured Note Interest Payment Date); PROVIDED, HOWEVER, that in the event that the cash available in the Revenue Account is insufficient to make all payments required under clauses (i) and (ii), the payments required to be made under clause (i) shall be paid first; SECOND, to the Administrative Agent, to be applied to the prepayment of all of the unpaid principal of the Revolving Credit Loans; (i) at the request of the Borrower, to the Operating Reserve Account, the amount so requested so long as the balance therein (after giving effect to the requested transfer) will not exceed the Operating Reserve Maximum Balance; FOURTH, to the Debt Reserve Account, an amount sufficient to cause the amounts on deposit therein to equal the Debt Reserve Maximum Balance as of such date (as set forth in the certificate of the Borrower delivered pursuant to Section 5.2(c) or, if the Borrower shall not have delivered such a certificate to the Collateral Trustee and the Administrative Agent, as set forth by the Administrative Agent); FIFTH, unless there is a Designated Event, at the request of the Borrower, to the Repair and Restoration Account, the amount so requested; PROVIDED, that the amounts on deposit therein shall not exceed the R&R Reserve Maximum Balance, except from time to time as provided in 8.2(e); SIXTH, unless there is a Designated Event, to the Upgrade Reserve Account, at the request of the Borrower, the amount so requested, so long as the balance therein will not exceed the Upgrade Reserve Maximum Balance; SEVENTH, to the Administrative Agent, for the account of the Term Lenders, an amount equal to 50% of the remaining cash available in the Revenue Account (which amount shall be increased to 100% of the remaining cash available in the Revenue Account during the continuance of a Designated Event), to be applied to the prepayment of the Term Loans (and, after the payment in full of the Term Loans, to be applied to the cash collateralization of the Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent); EIGHTH, at the request of the Borrower, to the Network Expansion Reserve Account, the amount so requested; NINTH, to the Administrative Agent, for the account of the Term Lenders, an amount to prepay the Term Loans, to the full extent thereof, in direct order of maturity and in accordance with SCHEDULE 8.8(B), to the extent such amounts are available; and TENTH, so long as no Default or Event of Default shall have occurred and be continuing, the remainder, if any, to be applied to such purposes (including the making of equity dividends or distribution to the Excess Revenue Account) as the Borrower may direct and which do not violate the terms of this Agreement and the other Financing Documents.
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QUARTERLY TRANSFERS. On each Quarterly Transfer Principal Payment Date, the Collateral Trustee Administrative Agent shall distribute from the cash available in the Revenue Account (after making any distributions required by paragraph (a) above) the following amounts in the following order of priority:
(i) to the Administrative Agent: 127 FIRST, for the account of (A) the Term Loan Lenders, the amount, if any, equal to the scheduled principal payments with respect to the Term Loans set forth in SCHEDULE 2.7(B1.1(iii) and all accrued and unpaid interest thereon which the Administrative Agent certifies to the Borrower and the Collateral Trustee to be due and payable on such date and (B) the Revolving Credit Lenders, the amount, if any, equal to the principal with respect to the Revolving Credit Loans and all accrued and unpaid interest thereon which the Administrative Agent certifies to the Borrower and the Collateral Trustee Company to be due and payable on such date, PRO RATA and (ii) if such Quarterly Transfer Date is in January or July, to the Senior Unsecured Note Trustee, the amount, if any, equal to the accrued and unpaid interest on the Senior Unsecured Notes which the Borrower certifies to the Collateral Trustee to be due and payable on such date (or, if such Quarterly Transfer Date is not a Senior Unsecured Note Interest Payment Date, the amount, if any, equal to the accrued and unpaid interest on the Senior Unsecured Notes which the Borrower certifies to the Collateral Trustee to be due and payable on the immediately succeeding Senior Unsecured Note Interest Payment Date); PROVIDED, HOWEVER, that in the event that the cash available in the Revenue Account is insufficient to make all payments required under clauses (i) and (ii), the payments required to be made under clause (i) shall be paid first; SECOND, to the Administrative AgentOperating Reserve Account, an amount sufficient to be applied cause the amounts on deposit therein to equal the prepayment of all Operating Reserve Minimum Balance; THIRD, upon the written notice of the unpaid principal of the Revolving Credit Loans;
(i) at the request of the BorrowerCompany, to the Operating Reserve Account, the amount so requested so long as the balance therein (after giving effect to the requested transfer) will not exceed the Operating Reserve Maximum Balance; FOURTH, to the Debt Reserve Account, an amount sufficient to cause the amounts on deposit therein to equal the Debt Reserve Maximum Required Balance as of such date (as set forth in the certificate of the Borrower Company delivered pursuant to Section 5.2(c5.3(c) or, if the Borrower Company shall not have delivered such a certificate to the Collateral Trustee and Administrative Agent, as set forth by the Administra tive Agent in its reasonable discretion); FIFTH, to the Capacity Upgrades Reserve Account, an amount sufficient to cause the amounts on deposit therein to equal the Capacity Upgrades Reserve Required Balance as of such date (as set forth in a certificate of the Company delivered pursuant to Section 5.3(c) or, if the Company shall have not delivered such a certificate to the Administrative Agent, as set forth by the Administrative Agent); FIFTH, unless there is a Designated Event, at the request of the Borrower, to the Repair and Restoration Account, the amount so requested; PROVIDED, that the amounts on deposit therein shall not exceed the R&R Reserve Maximum Balance, except from time to time as provided Agent in 8.2(eits reasonable discretion); SIXTH, unless there is a Designated Event, to the Upgrade Reserve Account, at the request of the Borrower, the amount so requested, so long as the balance therein will not exceed the Upgrade Reserve Maximum Balance; SEVENTH, to the Administrative Agent, for the account of the Term Loan Lenders, an amount equal to 5075% of the remaining cash available in the Revenue Account (which amount shall be (i) increased to 100% of the remaining cash available in the Revenue Account during the continuance of a Designated EventEvent or an Event of Default, or (ii) reduced to 50% of the remaining cash available in the Revenue Account in the event that the aggregate amount of Term Loans outstanding as of the determination date is not greater than $150,000,000), to be applied to the prepayment of the Term Loans (and, after the payment in full of the Term Loans, to be applied to the cash collateralization of the Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent); EIGHTH, at the request of the Borrower, to the Network Expansion Reserve Account, the amount so requested; NINTH, to the Administrative Agent, for the account of the Term Lenders, an amount to prepay the Term Loans, to the full extent thereof, in direct order of maturity and in accordance with SCHEDULE 8.8(B), to the extent such amounts are available; and TENTHSEVENTH, so long as no Default or Event of Default shall have occurred and be continuing, the remainder, if any, to be applied to such purposes (including the making of equity dividends or distribution to the Excess Revenue Account) as the Borrower Company may direct and which do not violate the terms hereof and of this Agreement and the other Financing Documents.
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QUARTERLY TRANSFERS. On each Quarterly Transfer Principal Payment Date, the Collateral Trustee Administrative Agent shall distribute from the cash available in the Revenue Account (after making any distributions required by paragraph (a) above) the following amounts in the following order of priority:
(i) to the Administrative Agent: first, for the account of (A) the Term Loan Lenders, the amount, if any, equal to the scheduled principal payments with respect to the Term Loans set forth in SCHEDULE 2.7(BSchedule 1.1(iii) and all accrued and unpaid interest thereon which the 124 133 Administrative Agent certifies to the Borrower and the Collateral Trustee to be due and payable on such date and (B) the Revolving Credit Lenders, the amount, if any, equal to the principal with respect to the Revolving Credit Loans and all accrued and unpaid interest thereon which the Administrative Agent certifies to the Borrower and the Collateral Trustee Company to be due and payable on such date. second, PRO RATA and (ii) if such Quarterly Transfer Date is in January or July, to for the Senior Unsecured Note Trusteeaccount of the Revolving Credit Lenders, the amount, if any, amount equal to the all accrued and unpaid interest on the Senior Unsecured Notes Revolving Credit Loans, if any, which the Borrower Administrative Agent certifies to the Collateral Trustee Company to be due and payable on such date (or, if such Quarterly Transfer Date is not a Senior Unsecured Note Interest Payment Date, the amount, if any, equal to the accrued and unpaid interest on the Senior Unsecured Notes which the Borrower certifies to the Collateral Trustee to be due and payable on the immediately succeeding Senior Unsecured Note Interest Payment Date)date; PROVIDED, HOWEVER, that in the event that the cash available in the Revenue Account is insufficient to make all payments required under clauses (i) and (ii), the payments required to be made under clause (i) shall be paid first; SECOND, to the Administrative Agentthird, to be applied to the prepayment of all of the unpaid principal of the Revolving Credit Loans;
; fourth, to the Debt Reserve Account, an amount sufficient to cause the amounts on deposit therein to equal the Debt Reserve Required Balance as of such date (as set forth in the certificate of the Company delivered pursuant to Section 5.3(c) or, if the Company shall not have delivered such a certificate to the Administrative Agent, as set forth by the Administrative Agent); fifth, to the Maintenance Reserve Account, an amount sufficient to cause the amounts on deposit therein to equal the Maintenance Reserve Required Balance as of such date (as set forth in the certificate of the Company delivered pursuant to Section 5.3(c) or, if the Company shall not have delivered such a certificate to the Administrative Agent, as set forth by the Administrative Agent); sixth, (i) at to the request Capacity Upgrades Reserve Account, an amount sufficient to cause the amounts on deposit therein to equal the Capacity Upgrades Reserve Required Balance as of such date (as set forth in a certificate of the BorrowerCompany delivered pursuant to Section 5.3(c) or, if the Company shall have not delivered such a certificate to the Administrative Agent, as set forth by the Administrative Agent);
seventh, (i) upon the occurrence and during the continuation of a Designated Event, to the Operating Reserve Account, an amount sufficient to cause the amounts on deposit therein to equal the Operating Reserve Maximum Balance or (ii) upon the written request of the Company, to the Operating Reserve Account, an amount so requested so long as the balance therein (after giving effect to the requested transfer) will not exceed the Operating Reserve Maximum Balance; FOURTH, to the Debt Reserve Account, an amount sufficient to cause the amounts on deposit therein to equal the Debt Reserve Maximum Balance as of such date (as set forth in the certificate of the Borrower delivered pursuant to Section 5.2(c) or, if the Borrower shall not have delivered such a certificate to the Collateral Trustee and the Administrative Agent, as set forth by the Administrative Agent); FIFTH, unless there is a Designated Event, at the request of the Borrower, to the Repair and Restoration Account, the amount so requested; PROVIDED, that the amounts on deposit therein shall not exceed the R&R Reserve Maximum Balance, except from time to time as provided in 8.2(e); SIXTH, unless there is a Designated Event, to the Upgrade Reserve Account, at the request of the Borrower, the amount so requested, so long as the balance therein will not exceed the Upgrade Reserve Maximum Balance; SEVENTHeighth, to the Administrative Agent, for the account of the Term Loan Lenders, an amount equal to 5075% of the remaining cash available in the Revenue Account (which amount shall be increased to 100% of the remaining cash available in the Revenue Account during the continuance of a Designated Event), to be applied to the prepayment of the Term Loans (and, after the payment in full of the Term Loans, to be applied to the cash collateralization of the Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent); EIGHTH, at the request of the Borrower, to the Network Expansion Reserve Account, the amount so requested; NINTH, to the Administrative Agent, for the account of the Term Lenders, an amount to prepay the Term Loans, to the full extent thereof, in direct order of maturity and in accordance with SCHEDULE 8.8(B), to the extent such amounts are available; and TENTHninth, so long as no Default or Event of Default shall have occurred and be continuing, the remainder, if any, to be applied to such purposes (including the making of equity dividends or distribution to the Excess Revenue Account) as the Borrower Company may direct and which do not violate the terms hereof and of this Agreement and the other Financing Documents.
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QUARTERLY TRANSFERS. On each Quarterly Transfer Principal Payment Date, the Collateral Trustee shall distribute from the cash available in the Revenue Account (after making any distributions required by paragraph (a) above) the following amounts in the following order of priority:
: FIRST, (i) to the Administrative Agent, for the account of (A) the Term Lenders, the amount, if any, equal to the scheduled principal payments with respect to the Term Loans set forth in SCHEDULE 2.7(BSchedule 2.7(b) and all accrued and unpaid interest thereon which the Administrative Agent certifies to the Borrower and the Collateral Trustee to be due and payable on such date and (B) the Revolving Credit Lenders, the amount, if any, equal to the principal with respect to the Revolving Credit Loans and all accrued and unpaid interest thereon which the Administrative Agent certifies to the Borrower and the Collateral Trustee to be due and payable on such date, PRO RATA and (ii) if such Quarterly Transfer Principal Payment Date is in January or July, to the Senior Unsecured Note Trustee, the amount, if any, equal to the accrued and unpaid interest on the Senior Unsecured Notes which the Borrower certifies to the Collateral Trustee to be due and payable on such date (or, if such Quarterly Transfer Principal Payment Date is not a Senior Unsecured Note Interest Payment Date, the amount, if any, equal to the accrued and unpaid interest on the Senior Unsecured Notes which the Borrower certifies to the Collateral Trustee to be due and payable on the immediately succeeding Senior Unsecured Note Interest Payment Date); PROVIDED, HOWEVER, that in the event that the cash available in the Revenue Account is insufficient to make all payments required under clauses (i) and (ii), the payments required to be made under clause (i) shall be paid first; SECOND, to the Administrative Agent, to be applied to the prepayment of all of the unpaid principal of the Revolving Credit Loans;
THIRD, (i) at upon the occurrence and during the continuation of a Designated Event, to the Operating Reserve Account, an amount sufficient to cause the amounts on deposit therein to equal the Operating Reserve Maximum Balance or (ii) upon the written request of the Borrower, to the Operating Reserve Account, the an amount so requested so long as the balance therein (after giving effect to the requested transfer) will not exceed the Operating Reserve Maximum Balance; FOURTH, to the Debt Reserve Account, an amount sufficient to cause the amounts on deposit therein to equal the Debt Reserve Maximum Required Balance as of such date (as set forth in the certificate of the Borrower delivered pursuant to Section 5.2(c) or, if the Borrower shall not have delivered such a certificate to the Collateral Trustee and the Administrative Agent, as set forth by the Administrative Agent); FIFTH, unless there is to the Maintenance Reserve Account, an amount sufficient to cause the amounts on deposit therein to equal the Maintenance Reserve Required Balance as of such date (as set forth in the certificate of the Borrower delivered pursuant to Section 5.2(c) or, if the Borrower shall not have delivered such a Designated Event121 certificate to the Collateral Trustee and the Administrative Agent, at as set forth by the request Administrative Agent); SIXTH, to the Administrative Agent, for the account of the Term Lenders, an amount sufficient to reduce the aggregate outstanding principal amount of the Term Loans to the amount set forth for such year under the heading "Outstanding Amount" on Schedule 8.10(b), as certified by the Administrative Agent to the Borrower and the Collateral Trustee; SEVENTH, if requested by the Borrower, to the Repair and Restoration Supplemental Debt Reserve Account, the amount so requested; PROVIDED, that requested by the amounts on deposit therein shall not exceed the R&R Reserve Maximum Balance, except from time to time as provided in 8.2(e); SIXTH, unless there is a Designated Event, to the Upgrade Reserve Account, at the request of the Borrower, the amount so requested, Borrower so long as the balance therein (after giving effect to the requested transfer) will not exceed the Upgrade Supplemental Debt Reserve Maximum Balance; SEVENTHEIGHTH, to the Administrative Agent, for the account of the Term Lenders, an amount equal to 50% of the remaining cash available in the Revenue Account (which amount shall be increased to 100% of the remaining cash available in the Revenue Account during the continuance of a Designated Event), to be applied to the prepayment of the Term Loans (and, after the payment in full of the Term Loans, to be applied to the cash collateralization of the Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent); EIGHTH, at the request of the Borrower, to the Network Expansion Reserve Account, the amount so requested; and NINTH, to the Administrative Agent, for the account of the Term Lenders, an amount to prepay the Term Loans, to the full extent thereof, in direct order of maturity and in accordance with SCHEDULE 8.8(B), to the extent such amounts are available; and TENTH, so long as no Default or Event of Default shall have occurred and be continuing, the remainder, if any, to be applied to such purposes (including the making of equity dividends or distribution to the Excess Revenue Account) as the Borrower may direct and which do not violate the terms of this Agreement and the other Financing Documents.
Appears in 1 contract
