Application of Payments and Prepayments. (i) Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default or Manager Event of Default has occurred and is continuing, on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date and amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account shall be applied by the Depositary in the following order of priority: first, to the Manager, for distribution to the Lessees, if any, whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to such Lessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in this Section 2.07(c)) as certified to the Agent by the Manager not later than the Calculation Date immediately preceding such Settlement Date; second, to the payment of any fees (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager's Fee payable on such Settlement Date, together with the aggregate amount of any Manager's Fees which were due and payable on any previous Settlement Date and remain unpaid) or indemnities payable or expenses (including, if the Manager is not TILC or one of its Affiliates, the aggregate amount of any Reimbursable Amounts payable on such Settlement Date, together with the aggregate amount of any Reimbursable Amounts which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent; third, to reimburse the Agent for any fees and expenses incurred by the Agent (including, without limitation, reasonable attorney's fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent of any right or remedy hereunder and not previously reimbursed by the Lenders; fourth, to the reimbursement of the Lenders for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and described in clause second;
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Application of Payments and Prepayments. (i) Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default or Default, Manager Event of Default or Early Amortization Event has occurred and is continuing, on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date and amounts which the 747656567 17557858 62 Fifth Amended and Restated Warehouse Loan Agreement Agent elects to apply from the then current balance of the Liquidity Reserve Account shall be applied by the Depositary in the following order of priority: first, to the Manager, for distribution to the Lessees, if any, whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to such Lessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in this Section 2.07(c)) as certified to the Agent by the Manager not later than the Calculation Date immediately preceding such Settlement Date; second, to the payment of any fees or indemnities payable or expenses (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager's ’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager's ’s Fees which were due and payable on any previous Settlement Date and remain unpaid) or indemnities payable or expenses (including, if the Manager is not TILC or one of its Affiliates, the aggregate amount of any Reimbursable Amounts payable on such Settlement Date, together with the aggregate amount of any Reimbursable Amounts which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent; third, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by the Collateral Agent or the Agent, as the case may be (including, without limitation, reasonable attorney's ’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to the reimbursement of reimburse the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and as described in clause second;second or third of this Section 2.07(c)(i); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp Taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, deposit to the Liquidity Reserve Account the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the balance of 747656567 17557858 63 Fifth Amended and Restated Warehouse Loan Agreement
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Application of Payments and Prepayments. (i) Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default or Manager Event of Default has occurred and is continuing, on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as Prepayments of the Calculation Date immediately preceding such Settlement Date and amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account Loans shall be applied by first to the Depositary in principal amount thereof, with the following order balance to accrued interest. Regularly scheduled payments of priority: the Loans shall be applied first to accrued interest, the balance to the principal. If the Agent receives funds on a date when payments of the Loans are due and such funds are not sufficient to pay all of the obligations of the Company hereunder then due, or if the Agent receives any payments or other amounts owing to Agent or any Lender under any Loan Document, including without limitation, proceeds obtained from the enforcement of the Guaranties, then such funds shall be applied (a) first, to the Manager, for distribution to the Lessees, if any, whose payments in respect fees or expenses of the applicable Leases are not made net of any Railroad Mileage Credits Agent then due and owing to such Lessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (hereunder or any corresponding clause of any other subsection in this Section 2.07(c)) as certified Loan Document which are to the Agent be paid by the Manager not later than Company or the Calculation Date immediately preceding such Settlement Date; applicable Guarantor, (b) second, to fees or expenses of the payment of Lenders then due hereunder or any other Loan Document (other than fees or expenses owing under Credit Facility Hedging Agreements) which are to be paid by the Company or the applicable Guarantor, including without limitation, Commitment Fees to the extent then due, (including c) third, to the Liquidity Fee accrued interest on and, if to the Manager is not TILC extent then due, principal of the Loans and any Letter of Credit Advances then outstanding, and (d) fourth, to amounts owing under Credit Facility Hedge Agreements. Each payment received by the Agent hereunder or one under any Note for the account of its Affiliatesa Lender shall be paid promptly to such Lender, in immediately available funds. If the ManagerAgent fails to send to any Lender the product of such Lender's Fee payable on such Settlement Date, together with Current Sum Percentage times the aggregate amount of any Manager's Fees which were due and payable such payment timely received by the Agent for the account of all the Lenders by the close of business on any previous Settlement Date and remain unpaid) or indemnities payable or expenses (including, if the Manager is not TILC or one of its Affiliates, Business Day following the aggregate amount of any Reimbursable Amounts payable on date such Settlement Date, together with the aggregate amount of any Reimbursable Amounts which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved payment was received by the Agent; third, to reimburse the Agent for any fees and expenses incurred shall pay to such Lender interest on such Lender's pro-rata portion of such payment timely received by the Agent (including, without limitation, reasonable attorney's fees and expenses and the fees and expenses from such date of any person appointed receipt by the Agent to replace the Manager pursuant date that such Lender receives its pro-rata portion of such payment, such interest to accrue at the Management Agreement) in connection with any Manager Event of Default or Event of Default Federal Funds Rate and the exercise by the Agent of any right or remedy hereunder and not previously reimbursed by the Lenders; fourth, to the reimbursement of the Lenders for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and described in clause second;be payable upon written request from such Lender.
Appears in 1 contract
Samples: Million Revolving Credit Agreement (Whole Foods Market Inc)
Application of Payments and Prepayments. (i) Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default or Manager Event of Default has occurred and is continuing, on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as Prepayments of the Calculation Date immediately preceding such Settlement Date and amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account Loans shall be applied first to the principal amount thereof, with the balance to accrued interest. Regularly scheduled payments of the Loans shall be applied first to accrued interest, the balance to the principal. If the Agent receives funds on a date when payments of the Loans are due and such funds are not sufficient to pay all of the obligations of the Company hereunder then due, or if the Agent receives any payments or other amounts owing to Agent or any Lender under any Loan Document, including without limitation, proceeds obtained from the enforcement of the Guaranties, then such funds shall be applied (a) first to fees or expenses of the Agent then due hereunder or under any other Loan Document which are to be paid by the Depositary in Company or the following order applicable Guarantor, (b) second, to fees or expenses of priority: firstthe Lenders then due hereunder or under any other Loan Document (other than fees or expenses owing under the Credit Facility Hedge Agreements) which are to be paid by the Company or the applicable Guarantor, and (c) third to the accrued interest on and, to the Managerextent then due, for distribution to the Lessees, if any, whose payments in respect principal of the applicable Leases are not made net Loans then outstanding. Each payment received by the Agent hereunder or under any Note for the account of any Railroad Mileage Credits due and owing a Lender shall be paid promptly to such LesseeLender, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in this Section 2.07(c)) as certified to immediately available funds. If the Agent by fails to send to any Lender the Manager not later than the Calculation Date immediately preceding product of such Settlement Date; second, to the payment of any fees (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager's Fee payable on such Settlement Date, together with Lender’s Current Sum Percentage times the aggregate amount of any Manager's Fees which were due and payable such payment timely received by the Agent for the account of all the Lenders by the close of business on any previous Settlement Date and remain unpaid) or indemnities payable or expenses (including, if the Manager is not TILC or one of its Affiliates, Business Day following the aggregate amount of any Reimbursable Amounts payable on date such Settlement Date, together with the aggregate amount of any Reimbursable Amounts which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved payment was received by the Agent; third, to reimburse the Agent for any fees and expenses incurred shall pay to such Lender interest on such Lender’s pro-rata portion of such payment timely received by the Agent (including, without limitation, reasonable attorney's fees and expenses and the fees and expenses from such date of any person appointed receipt by the Agent to replace the Manager pursuant date that such Lender receives its pro-rata portion of such payment, such interest to accrue at the Management Agreement) in connection with any Manager Event of Default or Event of Default Federal Funds Rate and the exercise by the Agent of any right or remedy hereunder and not previously reimbursed by the Lenders; fourth, to the reimbursement of the Lenders for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and described in clause second;be payable upon written request from such Lender.
Appears in 1 contract
Application of Payments and Prepayments. (i) Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default or Default, Manager Event of Default or Early Amortization Event has occurred and is continuing, on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date and amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account shall be applied by the Depositary in the following order of priority: first, to the Manager, for distribution to the Lessees, if any, whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to such Lessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in this Section 2.07(c)) as certified to the Agent by the Manager not later than the Calculation Date immediately preceding such Settlement Date; second, to the payment of any fees or indemnities payable or expenses (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager's ’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager's ’s Fees which were due and payable on any previous Settlement Date and remain unpaid) or indemnities payable or expenses (including, if the Manager is not TILC or one of its Affiliates, the aggregate amount of any Reimbursable Amounts payable on such Settlement Date, together with the aggregate amount of any Reimbursable Amounts which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent; 739866994 17557858 56 Fifth Amended and Restated Warehouse Loan Agreement third, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by the Collateral Agent or the Agent, as the case may be (including, without limitation, reasonable attorney's ’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to the reimbursement of reimburse the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and as described in clause second or third of this Section 2.07(c)(i); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp Taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, deposit to the Liquidity Reserve Account the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the balance of the Liquidity Reserve Account, in each case as determined on the immediately preceding Calculation Date; eighth, if the Manager is TILC or one of its Affiliates, the Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid; ninth, if (A) any amount (a “Reimbursement Amount”) paid by a Lessee into the Collection Account since the last Settlement Date was specifically paid to reimburse any expense paid by the Manager under the Management Agreement (but not to include payments by the Manager in respect of unpaid Monthly Rent amounts) because the Lessee had failed to pay an amount due or perform an obligation under the applicable Lease, (B) the Lessee has cured all payment defaults under the applicable Lease and (C) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause ninth, to reimburse the Manager for such payment in an amount up to but not exceeding, the Reimbursement Amount; 739866994 17557858 57 Fifth Amended and Restated Warehouse Loan Agreement tenth, to the ratable payment of the unpaid principal of the Loans in an amount not exceeding an amount such that, after giving effect to such payment, no Collateral Deficiency then exists; eleventh, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; twelfth, to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon and, thereafter, only if the outstanding Manager Advances have been paid in full, then to the ratable payment of the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; thirteenth, deposit to the Maintenance Reserve Account and/or the Modifications and Improvements Account, in each case the amount determined by the Borrower in its sole discretion; and fourteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower. (ii) Application of Collections Following the Availability Period. Subject to Section 2.07(c)(iii), all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date, amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account and all other payments received and all amounts held or realized by or for the benefit of the Collateral Agent or the Agent (including any amount realized by the Collateral Agent or the Agent after the exercise of any remedy as set forth herein or in any other Loan Document and all proceeds of the Collateral), and all payments or amounts then held or thereafter received by or for the benefit of the Collateral Agent or the Agent hereunder or under the Loan Documents, in the Accounts or elsewhere shall be applied by the Depositary (A) on each Settlement Date during the Availability Period on which a Manager Default, Manager Event of Default or Early Amortization Event has occurred and is continuing and (B) on each Settlement Date occurring on or after the Revolving Termination Date in the following order of priority: first, to the Manager, for distribution to the Lessees, if any, whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to such Lessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in this Section 2.07(c)) as certified to the Agent by the Manager not later than the Calculation Date immediately preceding such Settlement Date; second, to the payment of any fees or indemnities payable or expenses (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees which were due and payable on any previous 739866994 17557858 58 Fifth Amended and Restated Warehouse Loan Agreement Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent third, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by either of the Collateral Agent or the Agent (including, without limitation, reasonable attorney’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to reimburse the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent as described in clause second or third of this Section 2.07(c)(ii); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Margin) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp Taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, deposit to the Liquidity Reserve Account the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the balance of the Liquidity Reserve Account, in each case as determined on the immediately preceding Calculation Date; eighth, if the Manager is TILC or one of its Affiliates, the Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid; ninth, to the ratable payment of the unpaid principal amount of the Loans and, thereafter, only if the aggregate outstanding amount of all Loans has been paid in full, then to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; tenth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower;
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Application of Payments and Prepayments. (i) Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default or Manager Event of Default has occurred and is continuing, on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as Prepayments of the Calculation Date immediately preceding such Settlement Date and amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account Loans shall be applied by first to the Depositary in principal amount thereof, with the following order balance to accrued interest. Regularly scheduled payments of priority: the Loans shall be applied first to accrued interest, the balance to the principal. If the Agent receives funds on a date when payments of the Loans are due and such funds are not sufficient to pay all of the obligations of the Company hereunder then due, or if the Agent receives any payments or other amounts owing to Agent or any Lender under any Loan Document, including without limitation, proceeds obtained from the enforcement of the Guaranties, then such funds shall be applied (a) first, to the Manager, for distribution to the Lessees, if any, whose payments in respect fees or expenses of the applicable Leases are not made net of any Railroad Mileage Credits Agent then due and owing to such Lessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (hereunder or any corresponding clause of any other subsection in this Section 2.07(c)) as certified Loan Document which are to the Agent be paid by the Manager not later than Company or the Calculation Date immediately preceding such Settlement Date; applicable Guarantor, (b) second, to fees or expenses of the payment of Lenders then due hereunder or any other Loan Document (other than fees or expenses owing under Credit Facility Hedging Agreements) which are to be paid by the Company or the applicable Guarantor, including without limitation, Commitment Fees to the extent then due, (including c) third, to the Liquidity Fee accrued interest on and, if to the Manager is not TILC extent then due, principal of the Loans and any Letter of Credit Advances then outstanding, and (d) fourth, to amounts owing under Credit Facility Hedge Agreements. Each payment received by the Agent hereunder or one under any Note for the account of its Affiliatesa Lender shall be paid promptly to such Lender, in immediately available funds. If the Manager's Fee payable on Agent fails to send to any Lender the product of such Settlement Date, together with Lender’s Current Sum Percentage times the aggregate amount of any Manager's Fees which were due and payable such payment timely received by the Agent for the account of all the Lenders by the close of business on any previous Settlement Date and remain unpaid) or indemnities payable or expenses (including, if the Manager is not TILC or one of its Affiliates, Business Day following the aggregate amount of any Reimbursable Amounts payable on date such Settlement Date, together with the aggregate amount of any Reimbursable Amounts which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved payment was received by the Agent; third, to reimburse the Agent for any fees and expenses incurred shall pay to such Lender interest on such Lender’s pro-rata portion of such payment timely received by the Agent (including, without limitation, reasonable attorney's fees and expenses and the fees and expenses from such date of any person appointed receipt by the Agent to replace the Manager pursuant date that such Lender receives its pro-rata portion of such payment, such interest to accrue at the Management Agreement) in connection with any Manager Event of Default or Event of Default Federal Funds Rate and the exercise by the Agent of any right or remedy hereunder and not previously reimbursed by the Lenders; fourth, to the reimbursement of the Lenders for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and described in clause second;be payable upon written request from such Lender.
Appears in 1 contract
Application of Payments and Prepayments. (i) Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default or Manager Event of Default has occurred and is continuing, on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as Prepayments of the Calculation Date immediately preceding such Settlement Date and amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account Loans shall be applied first to the principal amount thereof, with the balance to accrued interest. Regularly scheduled payments of the Loans shall be applied first to accrued interest, the balance to the principal. If the Agent receives funds on a date when payments of the Loans are due and such funds are not sufficient to pay all of the obligations of the Company hereunder then due, or if the Agent receives any payments or other amounts owing to Agent or any Lender under any Loan Document, including without limitation, proceeds obtained from the enforcement of the Guaranties, then such funds shall be applied (a) first to fees or expenses of the Agent then due hereunder or under any other Loan Document which are to be paid by the Depositary in Company or the following order applicable Guarantor, (b) second, to fees or expenses of priority: firstthe Lenders then due hereunder or under any other Loan Document (other than fees or expenses owing under the Credit Facility Hedge Agreements) which are to be paid by the Company or the applicable Guarantor, and (c) third to the accrued interest on and, to the Managerextent then due, for distribution to the Lessees, if any, whose payments in respect principal of the applicable Leases are not made net Loans then outstanding. Each payment received by the Agent hereunder or under any Note for the account of any Railroad Mileage Credits due and owing a Lender shall be paid promptly to such LesseeLender, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in this Section 2.07(c)) as certified to immediately available funds. If the Agent by fails to send to any Lender the Manager not later than the Calculation Date immediately preceding product of such Settlement Date; second, to the payment of any fees (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the ManagerLender's Fee payable on such Settlement Date, together with Current Sum Percentage times the aggregate amount of any Manager's Fees which were due and payable such payment timely received by the Agent for the account of all the Lenders by the close of business on any previous Settlement Date and remain unpaid) or indemnities payable or expenses (including, if the Manager is not TILC or one of its Affiliates, Business Day following the aggregate amount of any Reimbursable Amounts payable on date such Settlement Date, together with the aggregate amount of any Reimbursable Amounts which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved payment was received by the Agent; third, to reimburse the Agent for any fees and expenses incurred shall pay to such Lender interest on such Lender's pro-rata portion of such payment timely received by the Agent (including, without limitation, reasonable attorney's fees and expenses and the fees and expenses from such date of any person appointed receipt by the Agent to replace the Manager pursuant date that such Lender receives its pro-rata portion of such payment, such interest to accrue at the Management Agreement) in connection with any Manager Event of Default or Event of Default Federal Funds Rate and the exercise by the Agent of any right or remedy hereunder and not previously reimbursed by the Lenders; fourth, to the reimbursement of the Lenders for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and described in clause second;be payable upon written request from such Lender.
Appears in 1 contract
Samples: Million Term Loan Agreement (Whole Foods Market Inc)
