Common use of Buy-Down Provisions Clause in Contracts

Buy-Down Provisions. Notwithstanding anything contained in this Agreement, the Borrowers and any individual Lender (as used in this Paragraph 5(i), a "Buy-Down Lender") may notify the Administrative Agent in writing that the Borrowers and such Buy-Down Lender have entered into a Buy-Down Agreement with respect to all or a portion of the Loans from time to time outstanding held by such Buy-Down Lender, and that, pursuant to said Buy-Down Agreement, the interest otherwise payable by the Borrowers to such Buy-Down Lender during any interest calculation period shall be reduced to the Applicable Margin based on the amount of Available Deposits maintained by the Borrowers with such Buy-Down Lender. Prior to the occurrence of an Event of Default and acceleration of the Obligations, each Buy-Down Lender shall bill the Borrowers directly for all interest accrued and payable to xxxx Buy-Down Lender on account of Loans from time to time outstanding held by such Buy-Down Lender. The Administrative Agent, in rendering any monthly interest billing pursuant to Paragraph 5(b) shall have no obligation to bill any interest payable to a Buy-Down Lender or to verify the amouxx xf any Available Deposits supporting the pricing of Loans held by any Buy-Down Lender or the monthly interest amount payable to any Buy-Down Lender, including without limitation, any deficiency fees or other amounts payable to such Lender by the Borrowers under the applicable Buy-Down Agreement. The Borrowers shall pay all interest, and any deficiency fees or other amounts payable under their Buy-Down Agreement with each Buy-Down Lender, directly to such Buy-Down Lender within two Business 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 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 Maturity Date.

Buy-Down Provisions. Notwithstanding anything contained in this Agreement, the Borrowers Company and any ------------------- individual Lender (as used in this Paragraph 5(i4(i), a "Buy-Down Lender") may notify the Lead Administrative Agent in writing that the Borrowers Company and such Buy-Down Lender have entered into a Buy-Down Agreement with respect to all or a portion of the Loans from time to time outstanding held by such Buy-Down LenderLender (the Loans held by such Buy-Down Lender which are subject to a Buy-Down Agreement being referred to herein as "Buy-Down Rate Loans"), and that, pursuant to said Buy-Down Agreement, the interest rate otherwise payable by applicable to the Borrowers to such Buy-Down Lender Rate Loans during any interest calculation period shall be reduced to the Applicable Margin based on Buy-Down Rate and the amount of Available Deposits maintained interest otherwise payable by the Borrowers with Company to such Buy-Down LenderLender during such interest calculation period shall be reduced accordingly. Prior Interest payable to the occurrence of an Event of Default and acceleration of the Obligations, each such Buy-Down Lender shall bill the Borrowers directly for all interest accrued and payable with respect to xxxx Buy-Down Lender on account Rate Loans shall be billed as provided in Paragraph 5(d) below. In no event shall the Lead Administrative Agent have any obligation or duty to verify the amount of Loans from time to time outstanding held by such any Buy-Down Lender. The Administrative Agent, in rendering any monthly interest billing pursuant to Paragraph 5(b) shall have no obligation to bill any interest payable to a Buy-Down Lender or to verify the amouxx xf any Available Deposits supporting the pricing of Buy-Down Rate Loans held by any Buy-Down Lender or the monthly amount of any interest amount billing with respect thereto. Any deficiency fees payable to any such Buy-Down Lender, including without limitation, any deficiency fees or other amounts payable to such Lender by the Borrowers Company under the applicable Buy-Down Agreement. The Borrowers Agreement shall pay all interest, and any deficiency fees or other amounts payable under their Buy-Down Agreement with each Buy-Down Lender, directly to be billed by such Buy-Down Lender within two Business Days of receipt of a billing statement from such Buy-Down Lenderto the Company directly. Any Buy-Down Lender may elect not to make demand for the payment of deficiency fees accruing in respect of Available Buy-Down 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 Revolving Facility Maturity Date or, following the Conversion Date, the Final Maturity Date.

Buy-Down Provisions. Notwithstanding anything contained in this Agreement, the Borrowers Company and any individual Lender (as used in this Paragraph 5(i6(i), a "Buy-Down Lender") may notify the Administrative Agent in writing that the Borrowers Company and such Buy-Down Lender have entered into a Buy-Down Agreement with respect to all or a portion of the Loans from time to time outstanding held by such Buy-Down Lender, and that, pursuant to said Buy-Down Agreement, the interest otherwise payable by the Borrowers Company to such Buy-Down Lender during any interest calculation period shall be reduced to the Applicable Margin based on the amount of Available Deposits maintained by the Borrowers Company with such Buy-Down Lender. Prior to the occurrence of an Event of Default and acceleration of the Obligations, each Buy-Down Lender shall bill the Borrowers xxx Company directly for all interest accrued and payable to xxxx such Buy-Down Lender on account of Loans from time to time outstanding held by such Buy-Down Lender. The Administrative Agent, in rendering any monthly interest billing pursuant to Paragraph 5(b6(b) above shall have no obligation to bill any xxx interest payable to a Buy-Down Lender or to verify the amouxx xf amount of any Available Deposits supporting the pricing of Loans held by any Buy-Down Lender or the monthly interest amount payable to any Buy-Down Lender, including without limitation, any deficiency fees or other amounts payable to such Lender by the Borrowers Company under the applicable Buy-Down Agreement. The Borrowers Company shall pay all interest, and any deficiency fees or other amounts payable under their its Buy-Down Agreement with each Buy-Down Lender, directly to such Buy-Down Lender within two Business Days 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 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 Maturity Date.

Buy-Down Provisions. Notwithstanding anything contained in this Agreement, the Borrowers and any individual Lender (as used in this Paragraph 5(i), a "Buy-Down Lender") may notify the Administrative Agent in writing that the Borrowers and such Buy-Down Lender have entered into a Buy-Down Agreement with respect to all or a portion of the Loans from time to time outstanding held by such Buy-Down Lender, and that, pursuant to said Buy-Down Agreement, the interest otherwise payable by the Borrowers to such Buy-Down Lender during any interest calculation period shall be Second Amended and Restated Credit Agreement reduced to the Applicable Margin based on the amount of Available Deposits maintained by the Borrowers with such Buy-Down Lender. Prior to the occurrence of an Event of Default and acceleration of the Obligations, each Buy-Down Lender shall bill the Borrowers directly for all interest accrued and payable to xxxx Buy-Down Lender on account of Loans from time to time outstanding held by such Buy-Down Lender. The Administrative Agent, in rendering any monthly interest billing pursuant to Paragraph 5(b) shall have no obligation to bill any interest payable to a Buy-Down Lender or to verify the amouxx xf any Available Deposits supporting the pricing of Loans held by any Buy-Down Lender or the monthly interest amount payable to any Buy-Down Lender, including without limitation, any deficiency fees or other amounts payable to such Lender by the Borrowers under the applicable Buy-Down Agreement. The Borrowers shall pay all interest, and any deficiency fees or other amounts payable under their Buy-Down Agreement with each Buy-Down Lender, directly to such Buy-Down Lender within two Business 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 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 Maturity Date.

Buy-Down Provisions. Notwithstanding anything contained in this Agreement, the Borrowers Company and any individual Lender (as used in this Paragraph 5(i6(i), a "Buy-Down Lender") may notify the Administrative Agent in writing that the Borrowers Company and such Buy-Down Lender have entered into a Buy-Down Agreement with respect to all or a portion of the Loans from time to time outstanding held by such Buy-Down Lender, and that, pursuant to said Buy-Down Agreement, the interest otherwise payable by the Borrowers Company to such Buy-Down Lender during any interest calculation period shall be reduced to the Applicable Margin based on the amount of Available Deposits maintained by the Borrowers Company with such Buy-Down Lender. Prior to the occurrence of an Event of Default and acceleration of the Obligations, each Buy-Down Lender shall bill the Borrowers xxx Company directly for all interest accrued and payable to xxxx such Buy-Down Lender on account of Loans from time to time outstanding held by such Buy-Down Lender. The Administrative Agent, in rendering any monthly interest billing pursuant to Paragraph 5(b6(b) above shall have no obligation to bill any xxx interest payable to a Buy-Down Lender or to verify the amouxx xf amount of any Available Deposits supporting the pricing of Loans held by any Buy-Down Lender or the monthly interest amount payable to any Buy-Down Lender, including without limitation, any deficiency fees or other amounts payable to such Lender by the Borrowers Company under the applicable Buy-Down Agreement. The Borrowers Company shall pay all interest, and any deficiency fees or other amounts payable under their Buy-Down Agreement with each Buy-Down Lender, directly to such Buy-Down Lender within two Business 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 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 Maturity Date.other

Buy-Down Provisions. Notwithstanding anything contained in this Agreement, the Borrowers Company and any individual Lender (as used in this Paragraph 5(i4(j), a "“Buy-Down Lender"”) may notify the Lead Administrative Agent in writing that the Borrowers Company and such Buy-Down Lender have entered into a Buy-Down Agreement with respect to all or a portion of the Loans from time to time outstanding held by such Buy-Down LenderLender (the Loans held by such Buy-Down Lender which are subject to a Buy-Down Agreement being referred to herein as “Buy-Down Rate Loans”), and that, pursuant to said Buy-Down Agreement, the interest rate otherwise payable by applicable to the Borrowers to such Buy-Down Lender Rate Loans during any interest calculation period shall be reduced to the Applicable Margin based on Buy-Down Rate and the amount of Available Deposits maintained interest otherwise payable by the Borrowers with Company to such Buy-Down LenderLender during such interest calculation period shall be reduced accordingly. Prior Interest payable to the occurrence of an Event of Default and acceleration of the Obligations, each such Buy-Down Lender shall bill the Borrowers directly for all interest accrued and payable with respect to xxxx Buy-Down Lender on account Rate Loans shall be billed as provided in Paragraph 5(d) below. In no event shall the Lead Administrative Agent have any obligation or duty to verify the amount of Loans from time to time outstanding held by such any Buy-Down Lender. The Administrative Agent, in rendering any monthly interest billing pursuant to Paragraph 5(b) shall have no obligation to bill any interest payable to a Buy-Down Lender or to verify the amouxx xf any Available Deposits supporting the pricing of Buy-Down Rate Loans held by any Buy-Down Lender or the monthly amount of any interest amount billing with respect thereto. Any deficiency fees payable to any such Buy-Down Lender, including without limitation, any deficiency fees or other amounts payable to such Lender by the Borrowers Company under the applicable Buy-Down Agreement. The Borrowers Agreement shall pay all interest, and any deficiency fees or other amounts payable under their Buy-Down Agreement with each Buy-Down Lender, directly to be billed by such Buy-Down Lender within two Business Days of receipt of a billing statement from such Buy-Down Lenderto the Company directly. Any Buy-Down Lender may elect not to make demand for the payment of deficiency fees accruing in respect of Available Buy-Down 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 Revolving Facility Maturity Date or, following the Conversion Date, the Final Maturity Date.