Revenue Account. (a) The Borrower shall establish and maintain with Malayan Banking Berhad at all times the Revenue Account, which shall be in the name of the Borrower. (b) At all times after the first Utilisation Date, the Borrower shall ensure the payment into the Revenue Account of all cash amounts received by the Borrower other than: (i) the proceeds of any sale, lease, transfer or other disposal under paragraph (b) of the definition of Permitted Disposals; or (ii) the proceeds of any Financial Indebtedness incurred by the Borrower that comes under paragraph (b) of the definition of Permitted Financial Indebtedness. (c) The Borrower shall withdraw such amounts from the Revenue Account and apply such amounts towards the mandatory prepayments required pursuant to Clause 7.2 (Mandatory prepayment — Redemption), Clause 7.3 (Mandatory prepayment — Sale Proceeds), Clause 7.4 (Mandatory prepayment — Funding Source), and Clause 7.5 (Mandatory prepayment - Receipts). (d) Save as expressly permitted in paragraph (c) above, the Borrower shall not withdraw any funds from the Revenue Account provided that, after moneys are paid into the Revenue Account in accordance with paragraph (b) above, the Borrower may withdraw amounts from the Revenue Account solely for application towards the following items (and in the following order and only if the stipulated conditions are satisfied): (i) first, in or towards payment to the Lender for application of any unpaid fees, costs and expenses of the Lender under the Transaction Documents in accordance with this Agreement (which, for the avoidance of doubt, shall not include the Upfront Fee); (ii) second, in or towards payment to the Lender for application of any interest and principal due but unpaid under the Facility, in accordance with this Agreement; (iii) third, in or towards payment of any and all payments then due but unpaid to the Hedge Counterparty under or in respect of the Permitted Hedging Agreements (if any); (iv) fourth, on each Quarter Date falling after the Closing Date: (A) 65 per cent. of the moneys remaining in the Revenue Account shall be applied towards prepayment of the Loan in the manner set out in Clause 7.7 (Application of Proceeds); and (B) 35 per cent. of the moneys remaining in the Revenue Account (the “Excess Cash”) may, subject to satisfaction of the conditions set out in Clause 19.25 (Dividends), be used by the Borrower to declare or pay dividends or make distributions to its shareholders. (e) The Borrower shall not, without the prior written consent of the Lender, open or maintain any account other than the Revenue Account.
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Samples: Facility Agreement, Facility Agreement (Cordlife Group LTD)
Revenue Account. (a) The Each Borrower shall establish and maintain with Malayan Banking Berhad at all times cause the following amounts to be paid into the Revenue Account:
(i) all Cash Flow;
(ii) except as set forth in Section 8.08(a)(i) (Extraordinary Proceeds Account), which shall all proceeds from the sale or disposition of any assets of any Borrower;
(iii) any other income received by or on behalf of any Borrower that is not required to be deposited in or credited to a Project Account, or applied directly to the name Obligations or the Senior Obligations, in accordance with this Agreement or the Senior Credit Agreement, both as subject to the Intercreditor Agreement; and
(iv) amounts transferred to the Revenue Account pursuant to Section 2.05(c) (Funding of the BorrowerLoans), Section 8.06(c) (Debt Service Reserve Account) and Sections 8.08(b)(i) and (c)(i) (Extraordinary Proceeds Account).
(b) At all times after Commencing on the first Utilisation Closing Date, unless a Notice of Suspension is in effect or a Default or Event of Default would occur after giving effect to any application of funds contemplated hereby, upon receipt of a Revenue Account Withdrawal Certificate duly executed by an Authorized Officer of the Borrower shall ensure Borrowers’ Agent, the payment into Accounts Bank shall, in accordance with the directions set forth therein, cause funds held in the Revenue Account of all cash to be withdrawn or transferred to pay the following amounts received by on the Borrower other thandates and at the priorities indicated below, subject to the Intercreditor Agreement:
(i) first,
(a) no more than three (3) times each calendar week, to the proceeds of any saleOperating Account, leasethe amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate as required to pay Operation and Maintenance Expenses (other than Operation and Maintenance Expenses related to corn, transfer or other disposal under paragraph natural gas, electricity, insurance premiums and/or Borrower Taxes which are addressed in sub-section (b) below) that, in each such case, are or will become due and payable during the then-current calendar month; provided, that the aggregate amount of such transfers in such calendar month pursuant to this priority first (a), does not exceed 110% of the definition amount of Permitted Disposals; or
(ii) such Operation and Maintenance Expenses set forth in the proceeds of any Financial Indebtedness incurred Budget for such calendar month, as certified by the Borrower that comes under paragraph in such Revenue Account Withdrawal Certificate; and
(b) no more than seven (7) times each calendar week; provided that it occur on a day which is a Business Day, to the Operating Account, the amount certified by the Borrower’s Agent in such Revenue Account Withdrawal Certificate as required to pay some or all of the definition cost of Permitted Financial Indebtedness.
(c) The corn, natural gas, electricity, insurance premiums and/or Borrower shall withdraw such amounts from the Revenue Account and apply such amounts towards the mandatory prepayments required pursuant to Clause 7.2 (Mandatory prepayment — Redemption), Clause 7.3 (Mandatory prepayment — Sale Proceeds), Clause 7.4 (Mandatory prepayment — Funding Source), and Clause 7.5 (Mandatory prepayment - Receipts).
(d) Save as expressly permitted in paragraph (c) above, the Borrower shall not withdraw any funds from the Revenue Account provided Taxes that, after moneys in each such case, are paid into or will become due and payable during the Revenue Account in accordance with paragraph (b) above, the Borrower may withdraw amounts from the Revenue Account solely for application towards the following items (and in the following order and only if the stipulated conditions are satisfied):
(i) first, in or towards payment to the Lender for application of any unpaid fees, costs and expenses of the Lender under the Transaction Documents in accordance with this Agreement (which, for the avoidance of doubt, shall not include the Upfront Fee)current calendar month;
(ii) second, in or towards payment on each Monthly Date, to the Lender for application of any interest and principal due but unpaid under the FacilityMaintenance Capital Expense Account, in accordance with this Agreementthe amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate as necessary to pay Maintenance Capital Expenses that, in each such case, are or will become due and payable during the immediately succeeding calendar month; provided, that the amount of such transfer of funds does not exceed 110% of the amount of Maintenance Capital Expenses set forth in the Budget for such immediately succeeding calendar month;
(iii) third, in or towards payment on any date when due and payable, pro rata (on the basis of any and all payments the aggregate of each such amount then due but unpaid and payable) to (A) the Senior Administrative Agent, for the account of the applicable Priority Senior Secured Parties, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Hedge Counterparty Accounts Bank by the Senior Administrative Agent and/or the Required Senior Lenders as necessary to pay the Senior Fees, costs, expenses and other amounts due and payable under or in respect the Senior Financing Documents (other than principal and interest on the Senior Loans) and (B) the Administrative Agent, for the account of the Permitted Hedging Agreements applicable Senior Secured Parties, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Administrative Agent and/or the Required Lenders as necessary to pay the Fees, costs, expenses and other amounts due and payable under the Financing Documents (if anyother than principal and interest on the Loans);
(iv) fourth, on any date when due and payable, to the Senior Administrative Agent, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders as necessary to pay any interest then due and payable pursuant to the Senior Credit Agreement (other than to any Defaulting Lender thereunder);
(v) fifth, on any date when due and payable, to the Administrative Agent, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as necessary to pay any interest then due and payable on the Revolving Loans and the Tranche A-1 Term Loans pro rata among the Revolving Lenders (other than any Defaulting Lender) and the Tranche A-1 Lenders based on their respective outstanding principal amounts on the date of such payment and any fees, expenses or Net Swap Payments owing to any Interest Rate Protection Provider;
(vi) sixth, on any date when due and payable, to the Senior Administrative Agent, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders as necessary to pay any interest then due and payable pursuant to the Senior Credit Agreement among the Defaulting Lenders thereunder;
(vii) seventh, on any date when due and payable, to the Administrative Agent, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as necessary to pay any interest then due and payable on the Revolving Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such payment;
(viii) eighth, on any date when due and payable, to the Administrative Agent, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as necessary to pay any interest then due and payable on the Tranche A-2 Term Loans pro rata among the Tranche A-2 Lenders based on their respective outstanding principal amounts on the date of such payment;
(ix) ninth, on the Senior Maturity Date or when applied by the Borrowers’ Agent to an optional prepayment in accordance with Section 3.07 of the Senior Credit Agreement (unless such payment has been declined in accordance with Section 3.07(b) of the Senior Credit Agreement), to the Senior Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders as the principal amounts due and payable on the Senior Loans other than to any Defaulting Lender (as defined in the Senior Credit Agreement);
(x) tenth, on the Senior Maturity Date or when applied by the Borrowers’ Agent to an optional prepayment in accordance with Section 3.07 of the Senior Credit Agreement (unless such payment has been declined in accordance with Section 3.07(b) of the Senior Credit Agreement), to the Senior Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders as the principal amounts due and payable on the Senior Loans among the Defaulting Lenders (as defined in the Senior Credit Agreement) under the Senior Credit Agreement;
(xi) eleventh, on each Quarter Monthly Date, to the Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as the payments of Swap Termination Value then due and payable by the Borrowers with respect to any Interest Rate Protection Agreements;
(xii) twelfth, provided that no Default or Event of Default has occurred and is continuing, on each date on which a re-payment of principal of a Loan is made, in an amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate to the Persons or accounts specified in such Revenue Account Withdrawal Certificate (including, if required to be paid directly to any taxing authority, to such taxing authority) for payment of any Permitted Tax Distribution;
(xiii) thirteenth, on the Maturity Date falling after or when applied by the Closing Borrowers’ Agent to an optional prepayment in accordance with Section 3.07 (Optional Prepayment), to the Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as the principal amounts due and payable on the Revolving Loans and the Tranche A-1 Term Loans (accompanied, in the case of the Tranche A-1 Loans that are held by Extended Lenders, with any prepayment premium required by Section 3.15 (Prepayment Premium)) pro rata among the Revolving Lenders (other than any Defaulting Lender) and the Tranche A-1 Lenders based on their respective outstanding principal amounts on the date of such payment;
(xiv) fourteenth, on the Maturity Date or when applied by the Borrowers’ Agent to an optional prepayment in accordance with Section 3.07 (Optional Prepayment), to the Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as the principal amounts due and payable on the Revolving Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such payment;
(xv) fifteenth, on the Maturity Date or when applied by the Borrowers’ Agent to an optional prepayment in accordance with Section 3.07 (Optional Prepayment), to the Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as the principal amounts due and payable on the Tranche A-2 Term Loans pro rata among the Tranche A-2 Lenders based on their respective outstanding principal amounts on the date of such payment;
(xvi) sixteenth, on each Monthly Date:
, to the Debt Service Reserve Account, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders or the Required Lenders, as equal to the difference between (A) 65 per cent. the Debt Service Reserve Requirement and (B) the funds on deposit in or standing to the credit of the moneys Debt Service Reserve Account on such Monthly Date;
(xvii) seventeenth, on each Monthly Date, to the Senior Administrative Agent in the amount certified by the Borrowers in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders, for application as a prepayment of the Senior Loans in accordance with Section 3.08(a)(v) (Mandatory Prepayment) of the Senior Credit Agreement in an amount equal to the lesser of (x) one hundred percent (100%) of the cash remaining in the Revenue Account shall be applied towards after the transfer required pursuant to priority sixteenth, if any and (y) the outstanding Senior Loans;
(xviii) eighteenth, on each Monthly Date, to the Administrative Agent in the amount certified by the Borrowers in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders, for application as a prepayment of the Loan Term Loans in accordance with Section 3.08(a)(v) (Mandatory Prepayment) in an amount equal to the manner set out in Clause 7.7 lesser of (Application of Proceeds); and
x) one hundred percent (B100%) 35 per cent. of the moneys cash remaining in the Revenue Account after the transfer required pursuant to priority seventeenth, if any and (y) the “Excess Cash”outstanding Term Loans; and
(xix) maynineteenth, subject to satisfaction reasonably promptly following payment and performance in full of the conditions set out Senior Obligations and the Obligations, to the Pledgor in Clause 19.25 (Dividends), be used the amount certified by the Borrower to declare or pay dividends or make distributions to its shareholdersBorrowers’ Agent in such Revenue Account Withdrawal Certificate.
(e) The Borrower shall not, without the prior written consent of the Lender, open or maintain any account other than the Revenue Account.
Appears in 1 contract
Revenue Account. (a) The Each Borrower shall establish and maintain with Malayan Banking Berhad at all times cause the following amounts to be paid into the Revenue Account:
(i) all Cash Flow;
(ii) except as set forth in Section 8.08(a)(i) (Extraordinary Proceeds Account), which shall all proceeds from the sale or disposition of any assets of any Borrower;
(iii) any other income received by or on behalf of any Borrower that is not required to be deposited in or credited to a Project Account, or applied directly to the name Obligations or the Senior Obligations, in accordance with this Agreement or the Senior Credit Agreement, both as subject to the Intercreditor Agreement; and
(iv) amounts transferred to the Revenue Account pursuant to Section 2.05(c) (Funding of the BorrowerLoans), Section 8.06(c) (Debt Service Reserve Account) and Sections 8.08(b)(i) and (c)(i) (Extraordinary Proceeds Account).
(b) At all times after Commencing on the first Utilisation Closing Date, unless a Notice of Suspension is in effect or a Default or Event of Default would occur after giving effect to any application of funds contemplated hereby, upon receipt of a Revenue Account Withdrawal Certificate duly executed by an Authorized Officer of the Borrower shall ensure Borrowers’ Agent, the payment into Accounts Bank shall, in accordance with the directions set forth therein, cause funds held in the Revenue Account of all cash to be withdrawn or transferred to pay the following amounts received by on the Borrower other thandates and at the priorities indicated below, subject to the Intercreditor Agreement:
(i) first,
(a) no more than three (3) times each calendar week, to the proceeds of any saleOperating Account, leasethe amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate as required to pay Operation and Maintenance Expenses (other than Operation and Maintenance Expenses related to corn, transfer or other disposal under paragraph natural gas, electricity, insurance premiums and/or Borrower Taxes which are addressed in sub-section (b) below) that, in each such case, are or will become due and payable during the then-current calendar month; provided, that the aggregate amount of such transfers in such calendar month pursuant to this priority first (a), does not exceed 110% of the definition amount of Permitted Disposals; or
(ii) such Operation and Maintenance Expenses set forth in the proceeds of any Financial Indebtedness incurred Budget for such calendar month, as certified by the Borrower that comes under paragraph in such Revenue Account Withdrawal Certificate; and
(b) no more than seven (7) times each calendar week; provided that it occur on a day which is a Business Day, to the Operating Account, the amount certified by the Borrower’s Agent in such Revenue Account Withdrawal Certificate as required to pay some or all of the definition cost of Permitted Financial Indebtedness.
(c) The corn, natural gas, electricity, insurance premiums and/or Borrower shall withdraw such amounts from the Revenue Account and apply such amounts towards the mandatory prepayments required pursuant to Clause 7.2 (Mandatory prepayment — Redemption), Clause 7.3 (Mandatory prepayment — Sale Proceeds), Clause 7.4 (Mandatory prepayment — Funding Source), and Clause 7.5 (Mandatory prepayment - Receipts).
(d) Save as expressly permitted in paragraph (c) above, the Borrower shall not withdraw any funds from the Revenue Account provided Taxes that, after moneys in each such case, are paid into or will become due and payable during the Revenue Account in accordance with paragraph (b) above, the Borrower may withdraw amounts from the Revenue Account solely for application towards the following items (and in the following order and only if the stipulated conditions are satisfied):
(i) first, in or towards payment to the Lender for application of any unpaid fees, costs and expenses of the Lender under the Transaction Documents in accordance with this Agreement (which, for the avoidance of doubt, shall not include the Upfront Fee)current calendar month;
(ii) second, in or towards payment on each Monthly Date, to the Lender for application of any interest and principal due but unpaid under the FacilityMaintenance Capital Expense Account, in accordance with this Agreementthe amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate as necessary to pay Maintenance Capital Expenses that, in each such case, are or will become due and payable during the immediately succeeding calendar month; provided, that the amount of such transfer of funds does not exceed 110% of the amount of Maintenance Capital Expenses set forth in the Budget for such immediately succeeding calendar month;
(iii) third, in or towards payment on any date when due and payable, pro rata (on the basis of any and all payments the aggregate of each such amount then due but unpaid and payable) to (A) the Senior Administrative Agent, for the account of the applicable Priority Senior Secured Parties, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Hedge Counterparty Accounts Bank by the Senior Administrative Agent and/or the Required Senior Lenders as necessary to pay the Senior Fees, costs, expenses and other amounts due and payable under or in respect the Senior Financing Documents (other than principal and interest on the Senior Loans) and (B) the Administrative Agent, for the account of the Permitted Hedging Agreements applicable Senior Secured Parties, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Administrative Agent and/or the Required Lenders as necessary to pay the Fees, costs, expenses and other amounts due and payable under the Financing Documents (if anyother than principal and interest on the Loans);
(iv) fourth, on any date when due and payable, to the Senior Administrative Agent, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders as necessary to pay any interest then due and payable pursuant to the Senior Credit Agreement (other than to any Defaulting Lender thereunder);
(v) fifth, on any date when due and payable, to the Administrative Agent, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as necessary to pay any interest then due and payable on the Revolving Loans and the Tranche A-1 Term Loans pro rata among the Revolving Lenders (other than any Defaulting Lender) and the Tranche A-1 Lenders based on their respective outstanding principal amounts on the date of such payment and any fees, expenses or Net Swap Payments owing to any Interest Rate Protection Provider;
(vi) sixth, on any date when due and payable, to the Senior Administrative Agent, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders as necessary to pay any interest then due and payable pursuant to the Senior Credit Agreement among the Defaulting Lenders thereunder;
(vii) seventh, on any date when due and payable, to the Administrative Agent, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as necessary to pay any interest then due and payable on the Revolving Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such payment;
(viii) eighth, on any date when due and payable, to the Administrative Agent, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as necessary to pay any interest then due and payable on the Tranche A-2 Term Loans pro rata among the Tranche A-2 Lenders based on their respective outstanding principal amounts on the date of such payment;
(ix) ninth, on the Senior Maturity Date or when applied by the Borrowers’ Agent to an optional prepayment in accordance with Section 3.07 of the Senior Credit Agreement (unless such payment has been declined in accordance with Section 3.07(d) of the Senior Credit Agreement), to the Senior Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders as the principal amounts due and payable on the Senior Loans other than to any Defaulting Lender (as defined in the Senior Credit Agreement);
(x) tenth, on the Senior Maturity Date or when applied by the Borrowers’ Agent to an optional prepayment in accordance with Section 3.07 of the Senior Credit Agreement (unless such payment has been declined in accordance with Section 3.07(d) of the Senior Credit Agreement), to the Senior Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders as the principal amounts due and payable on the Senior Loans among the Defaulting Lenders (as defined in the Senior Credit Agreement) under the Senior Credit Agreement;
(xi) eleventh, on each Quarter Monthly Date, to the Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as the payments of Swap Termination Value then due and payable by the Borrowers with respect to any Interest Rate Protection Agreements;
(xii) twelfth, provided that no Default or Event of Default has occurred and is continuing, on each date on which a re-payment of principal of a Loan is made, in an amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate to the Persons or accounts specified in such Revenue Account Withdrawal Certificate (including, if required to be paid directly to any taxing authority, to such taxing authority) for payment of any Permitted Tax Distribution;
(xiii) thirteenth, on the Maturity Date falling after or when applied by the Closing Borrowers’ Agent to an optional prepayment in accordance with Section 3.07 (Optional Prepayment), to the Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as the principal amounts due and payable on the Revolving Loans and the Tranche A-1 Term Loans (accompanied, in the case of the Tranche A-1 Loans that are held by Extended Lenders but not in the case of prepayments of Tranche A-1 Subsequent Term Loans, with any prepayment premium required by Section 3.15 (Prepayment Premium)) pro rata among the Revolving Lenders (other than any Defaulting Lender) and the Tranche A-1 Lenders based on their respective outstanding principal amounts on the date of such payment;
(xiv) fourteenth, on the Maturity Date or when applied by the Borrowers’ Agent to an optional prepayment in accordance with Section 3.07 (Optional Prepayment), to the Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as the principal amounts due and payable on the Revolving Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such payment;
(xv) fifteenth, on the Maturity Date or when applied by the Borrowers’ Agent to an optional prepayment in accordance with Section 3.07 (Optional Prepayment), to the Administrative Agent, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders as the principal amounts due and payable on the Tranche A-2 Term Loans pro rata among the Tranche A-2 Lenders based on their respective outstanding principal amounts on the date of such payment;
(xvi) sixteenth, on each Monthly Date:
, to the Debt Service Reserve Account, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders or the Required Lenders, as equal to the difference between (A) 65 per cent. the Debt Service Reserve Requirement and (B) the funds on deposit in or standing to the credit of the moneys Debt Service Reserve Account on such Monthly Date;
(xvii) seventeenth, on each Monthly Date, to the Senior Administrative Agent in the amount certified by the Borrowers in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Senior Lenders, for application as a prepayment of the Senior Loans in accordance with Section 3.08(a)(v) (Mandatory Prepayment) of the Senior Credit Agreement in an amount equal to the lesser of (x) one hundred percent (100%) of the cash remaining in the Revenue Account shall be applied towards after the transfer required pursuant to priority sixteenth, if any and (y) the outstanding Senior Loans;
(xviii) eighteenth, on each Monthly Date, to the Administrative Agent in the amount certified by the Borrowers in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Required Lenders, for application as a prepayment of the Loan Term Loans in accordance with Section 3.08(a)(v) (Mandatory Prepayment) in an amount equal to the manner set out in Clause 7.7 lesser of (Application of Proceeds); and
x) one hundred percent (B100%) 35 per cent. of the moneys cash remaining in the Revenue Account after the transfer required pursuant to priority seventeenth, if any and (y) the “Excess Cash”outstanding Term Loans; and
(xix) maynineteenth, subject to satisfaction reasonably promptly following payment and performance in full of the conditions set out Senior Obligations and the Obligations, to the Pledgor in Clause 19.25 (Dividends), be used the amount certified by the Borrower to declare or pay dividends or make distributions to its shareholdersBorrowers’ Agent in such Revenue Account Withdrawal Certificate.
(e) The Borrower shall not, without the prior written consent of the Lender, open or maintain any account other than the Revenue Account.
Appears in 1 contract
Revenue Account. (a) The Borrower shall establish and maintain the Collateral Agent have established with Malayan Banking Berhad at all times the Securities Intermediary an account entitled the “Revenue Account, which shall be in ” (account number 359681681599) (the name of the Borrower“Revenue Account”).
(b) At all times after the first Utilisation Date, the Borrower shall ensure the payment into the Revenue Account of all cash amounts All Revenues entitled to be received by the Borrower other than:
(i) the proceeds of any sale, lease, transfer or other disposal otherwise permitted under paragraph (b) of the definition of Permitted Disposals; or
(ii) the proceeds of any Financial Indebtedness incurred this Agreement to be received by the Borrower that comes under paragraph (b) of the definition of Permitted Financial Indebtedness.
(c) The Borrower it shall withdraw such amounts from be deposited in the Revenue Account (except if expressly required under Article 7 to be deposited into another Collateral Account). So long as no Default or Event of Default has occurred and apply such amounts towards the mandatory prepayments required pursuant to Clause 7.2 (Mandatory prepayment — Redemption), Clause 7.3 (Mandatory prepayment — Sale Proceeds), Clause 7.4 (Mandatory prepayment — Funding Source), and Clause 7.5 (Mandatory prepayment - Receipts).
(d) Save as expressly permitted in paragraph (c) above, the Borrower shall not withdraw any funds from the Revenue Account provided that, after moneys are paid into the Revenue Account in accordance with paragraph (b) above, the Borrower may withdraw amounts from the Revenue Account solely for application towards the following items (and in the following order and only if the stipulated conditions are satisfied):
(i) first, in is continuing or towards payment will occur upon giving effect to the Lender for application of any unpaid feesdescribed below, costs and expenses of the Lender under the Transaction Documents in accordance with this Agreement (which, for the avoidance of doubt, shall not include the Upfront Fee);
(ii) second, in or towards payment to the Lender for application of any interest and principal due but unpaid under the Facility, in accordance with this Agreement;
(iii) third, in or towards payment of any and all payments then due but unpaid to the Hedge Counterparty under or in respect of the Permitted Hedging Agreements (if any);
(iv) fourth, on each Quarter Date falling after the Closing Date:
(A) 65 per cent. of the moneys remaining funds in the Revenue Account shall be applied towards prepayment by internal account transfer by the Securities Intermediary at the direction of the Loan Administrative Agent and the Borrower, in each case at the following times and in the manner set out following order of priority:
(i) First, on each Quarterly Date, to the payment of any and all fees, costs and expenses due and payable to the Agents, the Securities Intermediary and the other Secured Parties in Clause 7.7 connection with this Agreement and the other Financing Documents;
(Application ii) Second, on each Interest Payment Date, as applicable, to (i) the payment of Proceedsamounts due and payable to the Lenders with respect to accrued interest on all outstanding Loans and Unreimbursed Obligations due and payable hereunder; and (ii) scheduled amounts (excluding any termination payments), if any, then due and payable to each Hedge Counterparty party to Interest Rate Agreements pro rata among clauses (i) and (ii) above;
(iii) Third, on each Scheduled Payment Date, to (i) the payment of any outstanding principal of Term Loans in the Scheduled Repayment Amount and (ii) any Hedge Fix Fees (and other amounts not paid pursuant to clause (ii) above) due and payable to each Hedge Counterparty party to Interest Rate Agreements pro rata among clauses (i) and (ii) above;
(iv) Fourth, on each Scheduled Payment Date, to the payment of the outstanding aggregate principal amount of LC Loans and Unreimbursed Obligations outstanding, on a pro rata basis;
(v) Fifth, on each Scheduled Payment Date, (A) to the Debt Service Reserve Account in an amount necessary to ensure that the total amount then on deposit in the Debt Service Reserve Account is equal to the Minimum Debt Service Reserve Requirement calculated as of such Scheduled Payment Date; and (B) to the O&M Reserve Account in an amount necessary to ensure that the total amount then on deposit in the O&M Reserve Account is equal to the O&M Reserve Requirement calculated as of such Scheduled Payment Date, pro rata among clauses (A) and (B) above;
(vi) Sixth, on each Scheduled Payment Date, to the extent a mandatory prepayment is not payable from a different Collateral Account, to any mandatory prepayment then required pursuant to Section 2.1(l)(iii)); and
(Bvii) 35 per cent. of Seventh, on each Distribution Date, to the moneys extent there are funds remaining in the Revenue Account (the “Excess Cash”) may, subject to satisfaction as of the conditions such date after application of payments set out forth in Clause 19.25 (DividendsSections 7.3(b)(i)-(vi), be used (i) solely if the Distribution Conditions have been satisfied, to an unrestricted account designated by the Borrower or (ii) if the Distribution Conditions have not been satisfied, to declare or pay dividends or make distributions to its shareholders.
(e) The Borrower shall not, without the prior written consent of the Lender, open or maintain any account other than the Revenue Distribution Reserve Account.
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Revenue Account. (a) The Borrower Trustee shall establish and maintain with Malayan Banking Berhad at all times promptly upon receipt (but in no event later than the next Business Day following receipt thereof), deposit the following amounts into the Revenue Account, which shall be in the name of the Borrower.
(b) At all times after the first Utilisation Date, the Borrower shall ensure the payment into the Revenue Account of all cash amounts received by the Borrower other than:
(i) the proceeds of any sale, lease, transfer or other disposal under paragraph (b) of the definition of Permitted Disposals; or
(ii) the proceeds of any Financial Indebtedness incurred each Contract payment received by the Borrower that comes under paragraph (b) of Trustee, including all Contract payments deposited with the definition of Permitted Financial Indebtedness.
(c) The Borrower shall withdraw such amounts from Trustee by the Revenue Account and apply such amounts towards Servicer or Issuer on the mandatory prepayments required pursuant to Clause 7.2 (Mandatory prepayment — Redemption), Clause 7.3 (Mandatory prepayment — Sale Proceeds), Clause 7.4 (Mandatory prepayment — Funding Source), and Clause 7.5 (Mandatory prepayment - Receipts).
(d) Save as expressly permitted in paragraph (c) above, the Borrower shall not withdraw any funds from the Revenue Account provided that, after moneys are paid into the Revenue Account in accordance with paragraph (b) above, the Borrower may withdraw amounts from the Revenue Account solely for application towards the following items (and in the following order and only if the stipulated conditions are satisfied):
(i) first, in or towards payment to the Lender for application of any unpaid fees, costs and expenses of the Lender under the Transaction Documents in accordance with this Agreement (which, for the avoidance of doubt, shall not include the Upfront Fee);
(ii) second, in or towards payment to the Lender for application of any interest and principal due but unpaid under the Facility, in accordance with this Agreement;
(iii) third, in or towards payment of any and all payments then due but unpaid to the Hedge Counterparty under or in respect of the Permitted Hedging Agreements Closing Date (if any);
(ii) any proceeds received by the Trustee pursuant to any Insurance Policy covering Equipment or any other amounts received by the Trustee relating to a Contract or Equipment;
(iii) any amounts received by the Trustee pursuant to Section 3.03 hereof and not required under the terms of this Indenture to be deposited in any other Account;
(iv) fourthany amount transferred from the Reserve Account in accordance with Sections 3.04(c), 3.04(d), 3.07(b) or 3.07(c) hereof; and
(v) any other amount required to be deposited in the Revenue Account pursuant to this Indenture or any other Transaction Document.
(b) Unless the Notes have been declared due and payable pursuant to Section 6.03 hereof and moneys collected by the Trustee are being applied in accordance with Section 6.07 hereof, the Trustee shall by 3:00 P.M., New York City time, on each Quarter Date falling after Payment Date, beginning on the Closing Initial Payment Date, in the amounts required, and in the order of priority from amounts on deposit in the Revenue Account set forth below in accordance with the Monthly Servicer Report:
(i) disburse all Available Funds to the extent of an amount equal to the sum of the Minimum Payment and any Note Reserve Draw for such Payment Date:
(A) 65 per cent. of to pay to the moneys remaining Trustee, the Trustee Fee;
(B) to pay to the Noteholders, first interest on any (x) Overdue Interest on the Notes and (y) Overdue Principal on the Notes, as set forth in Section 3.03(c) hereof and then any Overdue Interest on the Revenue Account shall be applied towards prepayment of Notes;
(C) to pay to the Loan in Noteholders, Monthly Interest on the manner set out in Clause 7.7 Notes;
(Application of Proceeds)D) to pay to the Noteholders, Overdue Principal on the Notes, if any;
(E) to pay to the Noteholders, Monthly Principal on the Notes until such time as the Note Principal Balance has been reduced to zero; and
(F) to deposit in the Reserve Account, the Note Reserve Deposit Amount.
(ii) thereafter, disburse all remaining Available Funds:
(A) to pay to the Trustee, the Trustee Payments (other than the Trustee Fee);
(B) 35 per cent. to pay to the Backup Service Provider, the Backup Service Provider Fee;
(C) to pay to the Servicer/Service Provider, the Senior Servicing Fee;
(D) to pay the Location Adjustment Costs;
(E) to pay amounts due for insurance premiums under the Backup Servicing Agreement;
(F) to pay amounts due under the Carrier Hotel Agreements, the Maintenance Agreement and the Installation Agreement (other than Location Adjustment Costs);
(G) to deposit in the Property Tax Escrow Account an amount equal to one-twelfth of the moneys sum of all property taxes estimated to be due with respect to the Equipment and the Contracts in the related tax year;
(H) to pay amounts due under the Services Agreement and the Management and Tax Allocation Agreement;
(I) to pay to the Reserve Account, the Servicing Reserve Deposit Amount;
(J) to pay to the Servicer/Service Provider, the Subordinated Servicing Fee; and
(K) to pay to the Issuer or its designee all remaining Available Funds. Any Advance Payment shall be retained in the Revenue Account (the “Excess Cash”) may, subject to satisfaction the provisions of Section 3.01(d) hereof) for distribution on the conditions set out related Payment Date. If at any time any amount or portion thereof previously distributed pursuant to this Section 3.04(b) shall have been recovered, or shall be subject to recovery, in Clause 19.25 (Dividends)any proceeding with respect to the Issuer or otherwise, then for purposes of determining future distributions pursuant to this Section 3.04(b) such amount or portion thereof shall be used deemed not to have been previously so distributed. The Trustee shall make the disbursements in accordance with the Monthly Servicer Report on each Payment Date to the extent of Available Funds for such Payment Date; PROVIDED, HOWEVER, that any Advance Payment shall be retained by the Borrower to declare or pay dividends or make distributions to its shareholdersTrustee for distribution on the related Payment Date.
(ec) The Borrower If on any Payment Date, the Available Funds on deposit in the Revenue Account are less than the sum necessary to make the payments required pursuant to Section 3.04(b)(i) hereof, clauses (A) through (E) each as applicable (the sum of such payments, the "PRIORITY PAYMENTS"), then the Trustee shall notwithdraw the Note Reserve Draw (as defined in Section 3.07(c) hereof) from the Reserve Account, without to the prior written consent of extent that such funds are on deposit in the Lender, open or maintain any Reserve Account and after taking into account other than the Priority Payments due on such Payment Date and deposit such Note Reserve Draw into the Revenue Account.
(d) If on any Payment Date, the Available Funds remaining after distribution of all amounts payable pursuant to Section 3.04(b)(i) for such Payment Date are less than the sum necessary to make the payments then required pursuant to Section 3.04(b)(ii) clauses (A) through (H) hereof (the sum of such payments, the "SERVICING Payments"), then the Trustee shall withdraw the
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Samples: Indenture (KMC Telecom Holdings Inc)