Common use of Buy Down Loans Clause in Contracts

Buy Down Loans. Notwithstanding anything contained in this Agreement, the Borrower and any individual Lender (a "Buy-Down Lender") may notify the Agent in writing that the Borrower and such Buy-Down Lender have entered into a Buy-Down Agreement with respect to all Fed Funds Loans and/or all Swingline Loans from time to time outstanding and held by such Buy-Down Lender, and, that, pursuant to said Buy-Down Agreement, the interest rate applicable to such Fed Funds Loans and/or such Swingline Loans, as applicable, during any interest calculation period shall be the Buy-Down Rate with respect to such Fed Funds Loans and Swingline Buy-Down Rate with respect to such Swingline Loans and shall be based on the assumption that the Borrower shall maintain sufficient Available Deposits with such Buy-Down Lender. The Agent shall (until otherwise notified by the Borrower and Buy-Down Lender to the contrary) accrue interest on such Fed Funds Loans at the Buy-Down Rate and such Swingline Loans at the Swingline Buy-Down Rate and the Borrower shall pay such interest in accordance with Section 2.17. The Agent shall have no obligation to verify the amount of any Available Deposits supporting the pricing of such Fed Funds Loans and/or Swingline Loans, as applicable, held by any Buy-Down Lender, including without limitation, any deficiency fees or other amounts payable to such Lender by the Borrower under the applicable Buy-Down Agreement. The Borrower shall pay all deficiency fees or other amounts payable under its Buy-Down Agreement with each Buy-Down Lender directly to such Buy-Down Lender within ten (10) calendar days of receipt of a billing statement from such Buy-Down Lender. Any Buy-Down Lender may elect not to make demand for the payment of deficiency fees accruing in respect of any shortage of Available Deposits from time to time and it is expressly agreed and understood that: (1) any such deficiency fee shall not, by reason of such failure of such Buy-Down Lender or otherwise, be deemed to have been waived by such Buy-Down Lender (except as such waiver is expressly acknowledged in writing by such Buy-Down Lender from time to time), and (2) all deficiency fees accrued and unpaid hereunder and not so expressly waived, whether or not previously declared due and owing by any such Buy-Down Lender, shall automatically be due and payable in full upon the Termination Date.

Buy Down Loans. Notwithstanding anything contained in this Agreement, the Borrower Borrowers and any individual Lender (a "Buy-Down Lender") may notify the Agent in writing (which notice shall be given at least five (5) Business Days prior to the end of any calendar month) that the Borrower Borrowers and such Buy-Down Lender have entered into a Buy-Down Agreement with respect to all Fed Funds Loans and/or all Swingline Loans from time to time outstanding and held by such Buy-Down Lender, and, that, pursuant to said Buy-Down Agreement, the interest rate applicable to such Fed Funds Loans and/or such Swingline Loans, as applicable, during any interest calculation period shall be the Buy-Buy- Down Rate with respect to such Fed Funds Loans and Swingline Buy-Down Rate with respect to such Swingline Loans and shall be based on the assumption that the Borrower Borrowers shall maintain sufficient Available Deposits with such Buy-Down Lender. The Agent shall (until otherwise notified by the Borrower Borrowers and Buy-Down Lender to the contrary) accrue interest on such Fed Funds Loans at the Buy-Down Rate and such Swingline Loans at the Swingline Buy-Down Rate and the Borrower Borrowers shall pay such interest in accordance with Section 2.172.18. The Agent shall have no obligation to verify the amount of any Available Deposits supporting the pricing of such Fed Funds Loans and/or Swingline Loans, as applicable, held by any Buy-Down Lender, including without limitation, any deficiency fees or other amounts payable to such Lender by the Borrower Borrowers under the applicable Buy-Down Agreement. The Borrower Borrowers shall pay all deficiency fees or other amounts payable under its Buy-Down Agreement with each Buy-Down Lender directly to such Buy-Down Lender within ten (10) calendar days of receipt of a billing statement from such Buy-Down Lender. Any Buy-Down Lender may elect not to make demand for the payment of deficiency fees accruing in respect of any shortage of Available Deposits from time to time and it is expressly agreed and understood that: (1) any such deficiency fee shall not, by reason of such failure of such Buy-Buy- Down Lender or otherwise, be deemed to have been waived by such Buy-Down Lender (except as such waiver is expressly acknowledged in writing by such Buy-Down Lender from time to time), and (2) all deficiency fees accrued and unpaid hereunder and not so expressly waived, whether or not previously declared due and owing by any such Buy-Down Lender, shall automatically be due and payable in full upon the Termination Date.. 2.4

Buy Down Loans. Notwithstanding anything contained in this Agreement, the Borrower and any individual Lender (a "Buy-Down Lender") may notify the Agent in writing that the Borrower and such Buy-Down Lender have entered into a Buy-Down Agreement with respect to all Fed Funds Loans and/or all Swingline Loans from time to time outstanding and held by such Buy-Down Lender, and, that, pursuant to said Buy-Down Agreement, the interest rate applicable to such Fed Funds Loans and/or such Swingline Loans, as applicable, during any interest calculation period shall be the Buy-Down Rate with respect to such Fed Funds Loans and Swingline Buy-Down Rate with respect to such Swingline Loans and shall be based on the assumption that the Borrower shall maintain sufficient Available Deposits with such Buy-Down Lender. The Agent shall (until otherwise notified by the Borrower and Buy-Down Lender to the contrary) accrue interest on such Fed Funds Loans at the Buy-Down Rate and such Swingline Loans at the Swingline Buy-Down Rate and the Borrower shall pay such interest in accordance with Section 2.172.14. The Agent shall have no obligation to verify the amount of any Available Deposits supporting the pricing of such Fed Funds Loans and/or Swingline Loans, as applicable, held by any Buy-Down Lender, including without limitation, any deficiency fees or other amounts payable to such Lender by the Borrower under the applicable Buy-Down Agreement. The Borrower shall pay all deficiency fees or other amounts payable under its Buy-Down Agreement with each Buy-Down Lender directly to such Buy-Down Lender within ten (10) calendar days of receipt of a billing statement from such Buy-Down Lender. Any Buy-Down Lender may elect not to make demand for the payment of deficiency fees accruing in respect of any shortage of Available Deposits from time to time and it is expressly agreed and understood that: (1) any such deficiency fee shall not, by reason of such failure of such Buy-Down Lender or otherwise, be deemed to have been waived by such Buy-Down Lender (except as such waiver is expressly acknowledged in writing by such Buy-Down Lender from time to time), and (2) all deficiency fees accrued and unpaid hereunder and not so expressly waived, whether or not previously declared due and owing by any such Buy-Down Lender, shall automatically be due and payable in full upon the Termination Date.

Buy Down Loans. Notwithstanding anything contained in this Agreement, the Borrower and any individual Lender (a "Buy-Down Lender") may notify the Agent in writing (which notice shall be given at least five (5) Business Days prior to the end of any calendar month) that the Borrower and such Buy-Down Lender have entered into a Buy-Down Agreement with respect to all Fed Funds Loans and/or all Swingline Loans from time to time outstanding and held by such Buy-Down Lender, and, that, pursuant to said Buy-Down Agreement, the interest rate applicable to such Fed Funds Loans and/or such Swingline Loans, as applicable, during any interest calculation period shall be the Buy-Down Rate with respect to such Fed Funds Loans and Swingline Buy-Down Rate with respect to such Swingline Loans and shall be based on the assumption that the Borrower shall maintain sufficient Available Deposits with such Buy-Down Lender. The Agent shall (until otherwise notified by the Borrower and Buy-Buy- Down Lender to the contrary) accrue interest on such Fed Funds Loans at the Buy-Down Rate and such Swingline Loans at the Swingline Buy-Down Rate and the Borrower shall pay such interest in accordance with Section 2.172.18. The Agent shall have no obligation to verify the amount of any Available Deposits supporting the pricing of such Fed Funds Loans and/or Swingline Loans, as applicable, held by any Buy-Down Lender, including without limitation, any deficiency fees or other amounts payable to such Lender by the Borrower under the applicable Buy-Down Agreement. The Borrower shall pay all deficiency fees or other amounts payable under its Buy-Down Agreement with each Buy-Down Lender directly to such Buy-Down Lender within ten (10) calendar days of receipt of a billing statement from such Buy-Down Lender. Any Buy-Down Lender may elect not to make demand for the payment of deficiency fees accruing in respect of any shortage of Available Deposits from time to time and it is expressly agreed and understood that: (1) any such deficiency fee shall not, by reason of such failure of such Buy-Down Lender or otherwise, be deemed to have been waived by such Buy-Down Lender (except as such waiver is expressly acknowledged in writing by such Buy-Down Lender from time to time), and (2) all deficiency fees accrued and unpaid hereunder and not so expressly waived, whether or not previously declared due and owing by any such Buy-Down Lender, shall automatically be due and payable in full upon the Termination Date.. 1.5