Payment Waterfall definition

Payment Waterfall is defined in Section 4.1(e).

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Payment Waterfall means the payment waterfall set out in Condition 4(b) (as amended herein)

Payment Waterfall we confirm that in respect of the Financial Quarter to which this Compliance Certificate relates: (a) the Freely Available Cash as at the first day of that Financial Quarter is U.S.$[ ]; (b) the Freely Available Cash as at the final day of that Financial Quarter is U.S.$[ ]; (c) the Surplus Cash as at the first day of that Financial Quarter is U.S.$[ ]; (d) the Surplus Cash as at the final day of that Financial Quarter is U.S.$[ ]; and (e) amounts in respect of each item of the Payment Waterfall has been applied or retained during that Financial Quarter for the purpose of that item as follows: [insert reasonable details of how each item has been funded / how amounts have been set aside]. Signed Chief Financial Officer of [Borrower] Director of [Borrower] [insert applicable certification language] for and on behalf of [name of Auditors of the Borrower]* By: NOTES: * Only applicable if the Compliance Certificate accompanies the audited financial statements and is to be signed by the Auditors. To be agreed with the Borrower’s auditors prior to signing the Facility Agreement. LMA FORM OF CONFIDENTIALITY UNDERTAKING Date: [ ] To: To: Giant Merger Limited Re: U.S.$850,000,000 facility agreement (the “Facility Agreement”) between, the Company, Giant Investment Limited, China Minsheng Banking Corp., Ltd., Hong Kong Branch, BNP Paribas Hong Kong Branch, Credit Suisse AG, Singapore Branch, Deutsche Bank AG, Singapore Branch, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Asia) L.L.C., ICBC International Finance Limited and JPMorgan Chase Bank, N.A., as mandated lead arrangers and bookrunners, Bank of China Limited Macau Branch, Cathay United Bank Company, Limited, Hong Kong Branch, China Merchants Bank Co., Ltd. Hong Kong Branch, ING Bank N.V., Singapore Branch and Ping An Bank Co., Ltd. as mandated lead arrangers and ▇▇▇ ▇▇▇ Commercial Bank, Ltd., Offshore Banking Branch, Luso International Banking Ltd. and Mega International Commercial Bank Co., Ltd., Offshore Banking Branch as arrangers (together, the “Arrangers”), the financial institutions listed in Part II of Schedule 1 thereto as lenders, the entities listed in Part III of Schedule 1 thereto as hedge counterparties, BNP Paribas, as agent and as security agent (as amended and/or supplemented from time to time). Borrower: Giant Merger Limited (the “Company”) Date: [ ] Facility: U.S.$850,000,000 Agent: BNP Paribas Dear Sirs We understand that you are considering participating in the Facility. In consideration of us agreeing to make available t...

Examples of Payment Waterfall in a sentence

The Company shall observe the payment waterfall outlined in Schedule 17 (Payment Waterfall) when making payments into and withdrawals from the Accounts.
In the event of any conflict between Schedule 17 (Payment Waterfall) and any other provisions of this Agreement (including this Schedule 6), the other provisions of this Agreement (including this Schedule 6) shall prevail.
Amendments Any amendment, modification, or other change to, or waiver of, the terms and Waivers and conditions of the Series A Notes or the Series B Notes that is adverse to the holders of the Series B Notes, as reasonably determined by them, or that changes the director designation rights, or that changes the Priority Payment Waterfall, must be approved in writing by the holders of at least 75% of the aggregate outstanding amount of the Series B Notes.
In the event that the financial advisor subsequently resolves the Cash Flow and Overhead Expenses Report in a manner which results in there being more Free Cash Flow than originally reported in a Cash Flow and Overhead Expenses Report, such additional amount shall be immediately swept into the relevant Free Cash Flow Concentration Account for payment to the Lenders in accordance with the Payment Waterfall on the next quarterly amortization and interest payment date.
For the purposes of the Payment Waterfall only, the payment of the Overdue Bonus amount shall be followed by the interest payment.
Any and all funds received by the Agent pursuant to the exercise of any remedies or otherwise in excess of the amount to which any Lender is entitled pursuant to the Payment Waterfall, after being applied in accordance with Section 2.13(a) above, shall be remitted to the Borrower or to such other party(s) as may otherwise be required by law.
The Overdue Bonus together with all accrued interest shall be paid to the Operator from Revenues in accordance with the Payment Waterfall pursuant to clause 10.
Owner’s and Beneficial Owner’s pro rata shares shall be as set out on the Payment Waterfall.
The MTA agrees that the Additional Installations subject to romanettes (iv) and (v) of this Section 29.4 (Priority of Payment; Waterfall) shall not include those Additional Installations (if any) that the MTA determined during an Annual Performance Review were no longer required to be installed in accordance with Section 16.7.3 (Proposed Changes in Schedule for New License Year; Equitable Adjustments).
If, as a result of fluctuations in currency exchange ratios, the amount on deposit in the BR Free Cash Flow Concentration Account is less than the amount (in U.S. dollars) required to be transferred to such account via the Free Cash Flow Sweep to satisfy the payments under the Payment Waterfall, an additional amount shall be swept into the USD Free Cash Flow Concentration Account from the Current Accounts in the amount of such shortfall.

More Definitions of Payment Waterfall

Payment Waterfall means the following notional order of priority in which any Freely Available Cash is required be applied (without duplication):

Payment Waterfall means the order in which Advances and Revenues shall be applied as set out in schedule 2;

Payment Waterfall has the meaning given to it in Clause 23.45 (Payment Waterfall).

Payment Waterfall has the meaning set forth in Section 2.06(a).

Payment Waterfall means: (i) in connection with the application, payment or distribution of proceeds of any ABL Priority Collateral (including without limitation in connection with any prepayment of the ABL Debt received pursuant to the ABL Loan Documents as a result of the disposition of any ABL Priority Collateral but excluding Ordinary Course Collections) pursuant to the applicable terms hereof, the following order: (A) first, to the ABL Agent to be applied pursuant to the ABL Loan Documents until the ABL Priority Debt has been Paid in Full; (B) second, to the Term Loan Agent to be applied pursuant to the Term Loan Documents until the Term Priority Debt has -11-

Payment Waterfall means the payment waterfall set out in schedule 2 to the Operating Agreement and administered in accordance with clause 10 (Revenues and Payment Waterfall) of the Operating Agreement;