Payment Waterfall. The Borrower shall repay in full the unpaid principal amount of each Loan (including any Deferred Interest) on the Stated Maturity Date. Prior to repayment in full of the principal amount of each Loan on the Stated Maturity Date, or the applicable earlier prepayment (in accordance with the terms of Section 3.1.1 hereof) in full of such principal amount, on the last calendar day of each month during the term of this Agreement (or the first Business Day preceding such day, if such day is not a Business Day), the Borrower shall provide for the disbursement of amounts from the Depositary Account in accordance with the following priorities in payment (such payments from the Depositary Account, the “Waterfall”): (a) First, the Borrower shall pay all direct and recurring field level expenses (lease operating expenses) related to the Borrower’s Oil and Gas Properties (expressly excluding, however, any expenditures included on the well drilling and completion schedule set forth on Schedule VII hereto); (b) second, the Borrower shall pay Lenders any settlement amounts due, if any, related to Hedging Agreements to which any Lenders are a party; (c) third, commencing on the first application of the Waterfall after the Deferral Period, the Borrower shall pay the Lenders (i) interest accrued but unpaid on the outstanding principal amount of the Loans (including any interest accrued but unpaid on the Deferred Interest which has been capitalized but excluding, however, Deferred Interest which has already been capitalized and added to the outstanding principal pursuant to Section 3.4) and (ii) the commitment fee calculated in accordance with Section 3.3.1; (d) fourth, commencing on the first application of the Waterfall after the Deferral Period, the Borrower shall pay the Lenders the amount of outstanding principal such that Borrower will meet the Target Principal Amortization percentage for such month and any additional amount necessary to meet cumulative Target Principal Amortization; (e) fifth, the Borrower shall pay the Net Profits Interest Payment; (f) sixth, the Borrower may withdraw all or a portion of the remaining balance of the Depositary Account (after application of the payments in clauses (a)-(e)); provided, however, that (i) the Borrower may not withdraw funds from the Depositary Account pursuant to this clause (f) after a Casualty Event unless and until the insurance proceeds from such Casualty Event have been used to repair or rebuild the affected property within the time permitted under this Agreement under Section 3.1.1(d) or the insurance proceeds have been used to satisfy the prepayment required under Section 3.1.1(d) and (ii) any withdrawal from the Depositary Account pursuant to this clause (f) during the Deferral Period shall only be used for expenditures included on the well drilling and completion schedule set forth on Schedule VII hereto or to fund working capital needs that are directly attributable to the Borrower’s operations, in each case, as approved by the Agent in its sole and absolute discretion. Notwithstanding anything in the NPI Conveyance to the contrary, after the Effective Date and continuing until the Termination Date, payments pursuant to Section 3.1.2(e) of the Waterfall shall satisfy and be deemed full payment of the Net Profits Interest. Upon the Termination Date and repayment in full of all Obligations under this Agreement, the Net Profits Interest shall be satisfied and paid by Borrower pursuant to the NPI Conveyance and the terms and conditions thereof. Notwithstanding anything in the foregoing to the contrary, the Agent may suspend disbursements pursuant and under the Waterfall during the continuation of any Default or Event of Default. If the Agent notifies the Borrower of such suspension, during such continuation of any Default or Event of Default, the full amount of funds in the Depositary Account shall be paid to Lenders on the last calendar day of each month (or the first Business Day preceding such day, if such day is not a Business Day) and be applied to (i) first, to any settlement amounts due, if any, related to Hedging Agreements to which any Lenders are a party, (ii) second, to accrued interest and, (iii) third, to outstanding principal amounts of the Loans. For the avoidance of doubt, the Depositary Account shall remain subject to any enforcement by Lender pursuant to Article 8.” (o) Amendment to Section 3.2.1
Appears in 1 contract
Sources: First Lien Credit Agreement (Radiant Oil & Gas Inc)
Payment Waterfall. The Borrower Anything to the contrary contained in the Note Documents notwithstanding, the Agent and the Holders hereby agree that (solely between themselves and without effecting an amendment to the Tranche A Note, Tranche B Note or any Note Documents) as follows:
(a) Subject to Section 5(b) hereof, the Holders shall repay be permitted to receive payments from the Issuer and apply payments and distributions in full respect of the unpaid principal amount Obligations (other than the Proceeds of Collateral that are applied pursuant to Section 5(b) hereof) as set forth in Sections 6, 7, 8 and 9 of this Agreement.
(b) After the occurrence and during the continuance of a Waterfall Trigger Event of which the Agent has received written notice from the Required First Out Holders affirmatively electing to invoke this Section 5(b) (a “Waterfall Activation Notice”), the Agent shall apply all payments and distributions in respect of the Obligations received by it and at all times, the Agent shall apply all Proceeds of Collateral (regardless of whether an Event of Default has occurred and is continuing), in each Loan case as follows:
(i) first, to pay Obligations in respect of any cost or expense reimbursements or indemnities then due to the Agent (including the reasonable fees and costs of counsel to the Agent) under the Note Documents until Paid in Full;
(ii) second, ratably in accordance with the First Out Pro Rata Shares, to pay Obligations in respect of any cost or expense reimbursements or indemnities then due to any or all of the First Out Holders in respect of First Out Priority Obligations under the Tranche A Notes and the Tranche A Note Documents until Paid in Full;
(iii) third, ratably in accordance with the First Out Pro Rata Shares, to payment of fees (other than prepayment premiums) and interest then due and payable on account of the First Out Priority Obligations under the Tranche A Notes and the Tranche A Note Documents until Paid in Full;
(iv) fourth, ratably in accordance with the First Out Pro Rata Shares, to pay all other First Out Obligations (other than prepayment premiums) in respect of First Out Priority Obligations under the Tranche A Notes and the Tranche A Note Documents until Paid in Full;
(v) fifth, ratably in accordance with the Last Out Pro Rata Shares, to pay Obligations in respect of any cost or expense reimbursements or indemnities then due to any or all of the Last Out Holders in respect of Last Out Priority Obligations under the Tranche B Notes and the Tranche B Note Documents until paid in full;
(vi) sixth, ratably in accordance with the Last Out Pro Rata Shares, to payment of fees (other than prepayment premiums) and interest then due and payable on account of the Last Out Priority Obligations under the Tranche B Notes and the Tranche B Note Documents until paid in full;
(vii) seventh, ratably in accordance with the Last Out Pro Rata Shares, to pay all other Last Out Obligations (other than prepayment premiums) in respect of Last Out Priority Obligations under the Tranche B Notes and the Tranche B Note Documents until Paid in Full;
(viii) eighth, ratably in accordance with the First Out Pro Rata Shares, to payment of all other First Out Obligations under the Tranche A Notes and the Tranche A Note Documents not paid pursuant to clauses (ii), (iii) and (iv) above (including any Deferred Interestprepayment premiums) on until Paid in Full;
(ix) ninth, ratably in accordance with the Stated Maturity Date. Prior Last Out Pro Rata Shares, to repayment in full payment of the principal Last Out Obligations under the Tranche B Notes and Tranche B Note Documents not paid pursuant to clauses (v), (vi) and (vii) above (including any prepayment premiums) until Paid in Full; and
(x) tenth, any remainder shall be for the account of and paid to the Issuer or to whomsoever shall be lawfully entitled thereto.
(c) Each Holder agrees that any payments or distributions in respect of the Obligations received by such Holder in violation of this Agreement shall be as promptly as practicable paid over to the Agent, for the benefit of the other Holders due such amounts, in the same form as received, with any necessary endorsements, to be applied in accordance with Section 5(b), and each Holder hereby authorizes the Agent to make any such endorsements as agent for such other Holders (which authorization, being coupled with an interest, is irrevocable).
(d) Any distributions received by the Agent in a form other than cash will be held by Agent as Collateral and, at such time as such non-cash proceeds, amount or assets, are monetized and reduced to cash, will be applied in the order of each Loan on application set forth in Section 5(b). The Agent will not have any duty or obligation to take actions to monetize such non-cash distributions unless the Stated Maturity Date, or the applicable earlier prepayment (Agent is otherwise required to do so in accordance with the terms of Section 3.1.1 hereof) in full of such principal amount, on the last calendar day of each month during the term of Note Documents or this Agreement (or the first Business Day preceding such day, if such day is not a Business Day), the Borrower shall provide for the disbursement of amounts from the Depositary Account in accordance with the following priorities in payment (such payments from the Depositary Account, the “Waterfall”):Agreement.
(ae) First, the Borrower shall pay all direct and recurring field level expenses (lease operating expenses) related Notwithstanding anything to the Borrower’s Oil contrary in any Tranche B Notes or any Tranche B Note Document, each Tranche B Holder hereby acknowledges and Gas Properties (expressly excluding, however, agrees that: the payment of all or any expenditures included on the well drilling and completion schedule set forth on Schedule VII hereto);
(b) second, the Borrower shall pay Lenders any settlement amounts due, if any, related to Hedging Agreements to which any Lenders are a party;
(c) third, commencing on the first application portion of the Waterfall after the Deferral Period, the Borrower shall pay the Lenders (i) interest accrued but unpaid on the outstanding principal amount of the Loans (its Tranche B Note and all interest thereon shall be pari passu in right of payment and in all respects to each other Tranche B Note. No payment, including without limitation any interest accrued but unpaid on the Deferred Interest which has been capitalized but excludingCompany Optional Redemption, howeverSubsequent Placement Optional Redemption, Deferred Interest which has already been capitalized and added to the outstanding principal Asset Sale Optional Redemption, Revenue Sweep Optional Redemption, any redemption pursuant to Section 3.44(b) and (iior Section 5(b) the commitment fee calculated in accordance with Section 3.3.1;
(d) fourth, commencing on the first application of the Waterfall after Tranche B Notes or any other optional or mandatory redemption payment under any provision of a Tranche B Note (the Deferral Period“Relevant Tranche B Note”), shall be made thereunder unless payment is made with respect to all other Tranche B Notes in an amount which bears the Borrower same ratio to the then unpaid principal balance on such other Tranche B Notes as the payment made to the Relevant Tranche B Note bears to the then unpaid principal balance under the Relevant Tranche B Note; provided that, any Tranche B Holder shall be permitted in its sole discretion to waive its right to receive its pro rata share of any such payment; provided further, that no Tranche B Holder shall be required to share pro rata the proceeds in respect of a Subsequent Placement Optional Redemption under its Tranche B Note to the extent the cash proceeds of such Eligible Subsequent Placement are derived from the cash exercise of the Warrants held by such Tranche B Holder or the purchase price of any securities purchased by the Tranche B Holder in any such Eligible Subsequent Placement. In the event that any Tranche B Holder receives payments in excess of its pro rata share of the Issuer’s payments to such Tranche B Holder of its Note and the other Tranche B Notes, then such Tranche B Holder shall hold in trust all such excess payments for the benefit of the holders of the other Tranche B Notes and shall pay such amounts held in trust to the Lenders holders of the amount of outstanding principal other Tranche B Notes upon demand by any such that Borrower will meet the Target Principal Amortization percentage for such month and any additional amount necessary to meet cumulative Target Principal Amortization;
(e) fifth, the Borrower shall pay the Net Profits Interest Payment;other Tranche B Holder.
(f) sixth, the Borrower may withdraw all or a portion of the remaining balance of the Depositary Account (after application of the payments in clauses (a)-(e)); provided, however, that (i) the Borrower may not withdraw funds from the Depositary Account pursuant to this clause (f) after a Casualty Event unless and until the insurance proceeds from such Casualty Event have been used to repair or rebuild the affected property within the time permitted under this Agreement under Section 3.1.1(d) or the insurance proceeds have been used to satisfy the prepayment required under Section 3.1.1(d) and (ii) any withdrawal from the Depositary Account pursuant to this clause (f) during the Deferral Period shall only be used for expenditures included on the well drilling and completion schedule set forth on Schedule VII hereto or to fund working capital needs that are directly attributable to the Borrower’s operations, in each case, as approved by the Agent in its sole and absolute discretion. Notwithstanding anything in the NPI Conveyance to the contrary, after the Effective Date and continuing until the Termination Date, payments pursuant to Section 3.1.2(e) of the Waterfall shall satisfy and be deemed full payment of the Net Profits Interest. Upon the Termination Date and repayment in full of all Obligations under this Agreement, the Net Profits Interest shall be satisfied and paid by Borrower pursuant to the NPI Conveyance and the terms and conditions thereof. Notwithstanding anything in the foregoing to the contrary, the Agent may suspend disbursements pursuant and under the Waterfall during the continuation of any Default or Event of Default. If the Agent notifies the Borrower of such suspension, during such continuation of any Default or Event of Default, the full amount of funds in the Depositary Account shall be paid to Lenders on the last calendar day of each month (or the first Business Day preceding such day, if such day is not a Business Day) and be applied to (i) first, to any settlement amounts due, if any, related to Hedging Agreements to which any Lenders are a party, (ii) second, to accrued interest and, (iii) third, to outstanding principal amounts of the Loans. For the avoidance of doubt, none of the Depositary Account Proceeds received by a Tranche B Holder resulting from (i) the exercise by any Tranche B Holder of its right to convert or exchange any portion of its Tranche B Note, in whole or in part, into shares of Common Stock (as defined in the Tranche B Note) or otherwise receive any dividend or distribution in shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock, as applicable) in accordance with the terms of the Tranche B Note, (ii) the exercise or exchange of any Warrants (as defined in the Tranche B Note) by any Tranche B Holder, in whole or in part, for shares of Common Stock (as defined in the Tranche B Note) or otherwise receive any dividend or distribution in shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock, as applicable) in connection with such exercise or exchange and (iii) the exercise or exchange of any Warrants (as defined in the Tranche A Note) by any Tranche A Holder, in whole or in part, for shares of Common Stock (as defined in the Tranche A SPA) or otherwise receive any dividend or distribution in shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock, as applicable) in connection with such exercise or exchange, shall remain in any case be subject to the payment priority provision provided in Section 5(b) hereof nor constitute Collateral subject to the terms of this Agreement, including for the avoidance of doubt, any enforcement by Lender pursuant to Article 8Make-Whole Amount included in the Conversion Amount.”
(o) Amendment to Section 3.2.1
Appears in 1 contract
Sources: Agreement Among Holders (Oramed Pharmaceuticals Inc.)
Payment Waterfall. The Borrower shall repay in full the unpaid principal amount of each Loan (including any Deferred Interest) on the Stated Maturity Date. Prior to repayment in full of the principal amount of each Loan on the Stated Maturity Date, or the applicable earlier prepayment (in accordance with the terms of Section 3.1.1 hereof) in full of such principal amount, on the last calendar day of each month during the term of this Agreement (or the first Business Day preceding such day, if such day is not a Business Day), the Borrower shall provide for the disbursement of amounts from the Depositary Account in accordance with the following priorities in payment (such payments from the Depositary Account, the “Waterfall”):
(a) First, the Borrower shall pay all direct and recurring field level expenses (lease operating expenses) related to the Borrower’s Oil and Gas Properties (expressly excluding, however, any expenditures included on the well drilling and completion schedule set forth on Schedule VII hereto);
(b) secondfirst, the Borrower shall pay Lenders any settlement amounts due, if any, related to Hedging Agreements to which any Lenders are a party;
(cb) third, commencing on the first application of the Waterfall after the Deferral Periodsecond, the Borrower shall pay the Lenders (i) interest accrued but unpaid on the outstanding principal amount of the Loans (including any interest accrued but unpaid on the Deferred Interest which has been capitalized but excludingLoans, however, Deferred Interest which has already been capitalized and added to the outstanding principal pursuant to Section 3.4) and (ii) the commitment fee calculated in accordance with Section 3.3.1, (iii) any unpaid Deferred Interest, and (iv) interest accrued (in accordance with Section 3.2.1) but unpaid on any Deferred Interest;
(dc) fourth, commencing on the first application of the Waterfall after the Deferral Periodthird, the Borrower shall pay the Lenders the amount of outstanding principal such that Borrower will meet the Target Principal Amortization percentage amount for such month and any additional amount necessary to meet cumulative Target Principal Amortization;
(ed) fifthfourth, the Borrower shall pay the Net Profits Interest Payment;
(fe) sixthfifth, the Borrower may withdraw all or a portion of the remaining balance of the Depositary Account (after application of the payments in clauses (a)-(ea)-(d)); provided, however, that (i) the Borrower may not withdraw funds from the Depositary Account pursuant to this clause (fe) after a Casualty Event unless and until the insurance proceeds from such Casualty Event have been used to repair or rebuild the affected property within the time permitted under this Agreement under Section 3.1.1(d) or the insurance proceeds have been used to satisfy the prepayment required under Section 3.1.1(d) and (ii) any withdrawal from the Depositary Account pursuant to this clause (f) during the Deferral Period shall only be used for expenditures included on the well drilling and completion schedule set forth on Schedule VII hereto or to fund working capital needs that are directly attributable to the Borrower’s operations, in each case, as approved by the Agent in its sole and absolute discretion). Notwithstanding anything in the NPI Conveyance to the contrary, after the Effective Date and continuing until the Termination Date, payments pursuant to Section 3.1.2(e3.1.2(d) of the Waterfall shall satisfy and be deemed full payment of the Net Profits Interest. Upon the Termination Date and repayment in full of all Obligations under this Agreement, the Net Profits Interest shall be satisfied and paid by Borrower pursuant to the NPI Conveyance and the terms and conditions thereof. Notwithstanding anything in the foregoing to the contrary, the Agent may suspend disbursements pursuant and under the Waterfall shall not be permitted during the continuation of any Default or Event of Default. If the Agent notifies the Borrower of such suspensionInstead, during such continuation of any Default or Event of Default, the full amount of funds in the Depositary Account shall be paid to Lenders on the last calendar day of each month (or the first Business Day preceding such day, if such day is not a Business Day) and be applied to (i) first, to any settlement amounts due, if any, related to Hedging Agreements to which any Lenders are a party, (ii) second, to accrued interest and, (iii) third, to outstanding principal amounts of the Loans. For the avoidance of doubt, the Depositary Account shall remain subject to any enforcement by Lender pursuant to Article 8.”
(o) Amendment to Section 3.2.1
Appears in 1 contract
Sources: First Lien Credit Agreement (Radiant Oil & Gas Inc)
Payment Waterfall. Anything to the contrary contained in the Credit Agreement and the other Loan Documents notwithstanding, the Administrative Agent and the Lenders hereby agree that (solely between themselves and without effecting an amendment to the Credit Agreement and the other Loan Documents) as follows:
(a) [Reserved].
(b) The Administrative Agent shall apply all payments and distributions in respect of the Obligations received by it (including, for the avoidance of doubt, all Proceeds of Collateral), in all cases regardless of whether an Event of Default has occurred and is continuing, as follows:
(i) first, to pay Obligations in respect of any cost or expense reimbursements or indemnities, or amounts owing on account of the Agent Fee, then due to the Administrative Agent under the Loan Documents until Paid in Full;
(ii) second, to payment of all accrued and unpaid interest in respect of, and the principal balance of, all Protective Advances made by the Administrative Agent constituting Permitted Protective Advances;
(iii) third, ratably in accordance with the First Out Pro Rata Shares, to pay Obligations in respect of any cost or expense reimbursements or indemnities then due to any or all of the First Out Lenders in respect of First Out Priority Obligations under the Loan Documents until Paid in Full;
(iv) fourth, ratably in accordance with the First Out Pro Rata Shares, to payment of fees and interest then due and payable on account of the First Out Priority Obligations under the Loan Documents until Paid in Full;
(v) fifth, ratably in accordance with the First Out Pro Rata Shares, to pay all other First Out Obligations in respect of First Out Priority Obligations under the Loan Documents until Paid in Full;
(vi) sixth, ratably in accordance with the Last Out Pro Rata Shares, to pay Obligations in respect of any cost or expense reimbursements or indemnities then due to any or all of the Last Out Lenders in respect of Last Out Priority Obligations under the Loan Documents until Paid in Full;
(vii) seventh, ratably in accordance with the Last Out Pro Rata Shares, to payment of fees and interest then due and payable under the Loan Documents until Paid in Full;
(viii) eighth, ratably in accordance with the Last Out Pro Rata Shares, to pay all other Last Out Priority Obligations under the Loan Documents until Paid in Full;
(ix) ninth, ratably in accordance with the First Out Pro Rata Shares, to payment of the First Out Obligations not paid pursuant to clauses (iii), (iv) and (v) above until Paid in Full;
(x) tenth, ratably in accordance with the Last Out Pro Rata Shares, to payment of the Last Out Obligations not paid pursuant to clauses (vi), (vii) and (viii) above until Paid in Full; and
(xi) eleventh, to payment of Protective Advances made by the Administrative Agent not paid pursuant to clause (ii);
(xii) twelfth, any remainder shall be for the account of and paid to the Borrower or to whomsoever shall repay be lawfully entitled thereto. In addition to the foregoing and notwithstanding anything to the contrary in full the unpaid principal amount Credit Agreement or this Agreement, to the extent that any one or more Last Out Lenders (or their Affiliates or Related Funds) is the direct or indirect source of each Loan (including any Deferred Interest) on prepayment of the Stated Maturity Date. Prior Obligations which is applied to repayment in full of the principal amount of each Loan the First Out Obligations in accordance with the foregoing (any such prepayment which is so applied, a “Specified Prepayment”), the Last Out Lenders shall jointly and severally be obligated to pay the Exit Payment that would be payable with respect to such Specified Prepayment if the amount thereof was paid to the First Out Lenders in connection with a First Out Transfer that occurred on the Stated Maturity Datedate of such Specified Prepayment, and such payment of the Exit Payment shall be due and payable on the date of such Specified Prepayment.
(c) Each Lender agrees that any payments or distributions in respect of the applicable earlier prepayment Obligations received by such Lender in violation of this Agreement shall be as promptly as practicable paid over to the Administrative Agent, for the benefit of the other Holders due such amounts, in the same form as received, with any necessary endorsements, to be applied in accordance with this Section 5, and each Lender hereby authorizes the Administrative Agent to make any such endorsements as agent for such other Holders (which authorization, being coupled with an interest, is irrevocable).
(d) Any distributions received by the Administrative Agent in a form other than cash will be held by Administrative Agent as Collateral and, at such time as such non-cash proceeds, amount or assets, are monetized and reduced to cash, will be applied in the order of application set forth in Section 5(b). The Administrative Agent will not have any duty or obligation to take actions to monetize such non-cash distributions unless the Administrative Agent is otherwise required to do so in accordance with the terms of Section 3.1.1 hereof) in full of such principal amount, on the last calendar day of each month during the term of this Agreement (Loan Documents or the first Business Day preceding such day, if such day is not a Business Day), the Borrower shall provide for the disbursement of amounts from the Depositary Account in accordance with the following priorities in payment (such payments from the Depositary Account, the “Waterfall”):
(a) First, the Borrower shall pay all direct and recurring field level expenses (lease operating expenses) related to the Borrower’s Oil and Gas Properties (expressly excluding, however, any expenditures included on the well drilling and completion schedule set forth on Schedule VII hereto);
(b) second, the Borrower shall pay Lenders any settlement amounts due, if any, related to Hedging Agreements to which any Lenders are a party;
(c) third, commencing on the first application of the Waterfall after the Deferral Period, the Borrower shall pay the Lenders (i) interest accrued but unpaid on the outstanding principal amount of the Loans (including any interest accrued but unpaid on the Deferred Interest which has been capitalized but excluding, however, Deferred Interest which has already been capitalized and added to the outstanding principal pursuant to Section 3.4) and (ii) the commitment fee calculated in accordance with Section 3.3.1;
(d) fourth, commencing on the first application of the Waterfall after the Deferral Period, the Borrower shall pay the Lenders the amount of outstanding principal such that Borrower will meet the Target Principal Amortization percentage for such month and any additional amount necessary to meet cumulative Target Principal Amortization;
(e) fifth, the Borrower shall pay the Net Profits Interest Payment;
(f) sixth, the Borrower may withdraw all or a portion of the remaining balance of the Depositary Account (after application of the payments in clauses (a)-(e)); provided, however, that (i) the Borrower may not withdraw funds from the Depositary Account pursuant to this clause (f) after a Casualty Event unless and until the insurance proceeds from such Casualty Event have been used to repair or rebuild the affected property within the time permitted under this Agreement under Section 3.1.1(d) or the insurance proceeds have been used to satisfy the prepayment required under Section 3.1.1(d) and (ii) any withdrawal from the Depositary Account pursuant to this clause (f) during the Deferral Period shall only be used for expenditures included on the well drilling and completion schedule set forth on Schedule VII hereto or to fund working capital needs that are directly attributable to the Borrower’s operations, in each case, as approved by the Agent in its sole and absolute discretion. Notwithstanding anything in the NPI Conveyance to the contrary, after the Effective Date and continuing until the Termination Date, payments pursuant to Section 3.1.2(e) of the Waterfall shall satisfy and be deemed full payment of the Net Profits Interest. Upon the Termination Date and repayment in full of all Obligations under this Agreement, the Net Profits Interest shall be satisfied and paid by Borrower pursuant to the NPI Conveyance and the terms and conditions thereof. Notwithstanding anything in the foregoing to the contrary, the Agent may suspend disbursements pursuant and under the Waterfall during the continuation of any Default or Event of Default. If the Agent notifies the Borrower of such suspension, during such continuation of any Default or Event of Default, the full amount of funds in the Depositary Account shall be paid to Lenders on the last calendar day of each month (or the first Business Day preceding such day, if such day is not a Business Day) and be applied to (i) first, to any settlement amounts due, if any, related to Hedging Agreements to which any Lenders are a party, (ii) second, to accrued interest and, (iii) third, to outstanding principal amounts of the Loans. For the avoidance of doubt, the Depositary Account shall remain subject to any enforcement by Lender pursuant to Article 8.”
(o) Amendment to Section 3.2.1
Appears in 1 contract