Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunder, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunder, and the Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments actually received by the Agent (other fees due and owing to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereof. (b) If any such payment received by the Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned. (c) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts and records reflecting the interest of each Lender in the Loans and obligations hereunder, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account of any Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders in respect of such class of Loans and obligations hereunder (including amounts obtained by reason of setoffs) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amount.
Appears in 1 contract
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunder, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunder, and the Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments actually received by the Agent (other fees due and owing to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereof.
(b) If any such payment received by the Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned.
(c) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts and records reflecting the interest of each Lender in the Loans and obligations hereunder, in a manner customary to the Agent's ’s keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's ’s sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account of any Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders in respect of such class of Loans and obligations hereunder (including amounts obtained by reason of setoffs) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's ’s Loan as a result of the payment of any excess amount.
Appears in 1 contract
Collections and Disbursements. (a) The Administrative Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunder, and the Loan Documents.
(b) Administrative Agent will remit shall pay to each Lender, according to its pro rata percentage of following receipt by Administrative Agent, from the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments interest actually received by the Administrative Agent (other fees due and owing from Borrower, a sum equal to the Agent pursuant interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender's actual Revolving Credit Loan Balance at the rate equal to the Fee Letter and applicable rate of interest chosen by Borrower with respect to the fees and expenses outstanding Advances or otherwise in effect under this Agreement. If Administrative Agent should for any reason receive less than the full amount of the Agent payable by interest or other compensation due under the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements Loan Documents, each Lender's share of such interest or compensation shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereofproportionately decrease.
(bc) If any such payment received by the Administrative Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Administrative Agent, promptly pay over to the Administrative Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(cd) All payments by the Administrative Agent and the Lenders to each other hereunder shall be in immediately available funds. The Administrative Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Revolving Credit and obligations hereunderthe Letters of Credit, in a manner customary to the Administrative Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Obligations in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust (to the extent such Lender is lawfully able to do so) for the Administrative Agent (on behalf of all other Lenders) and shall promptly remit to the Administrative Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, howeverthe Lender having a greater share of any payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Pro Rata Shares of the other Lenders as determined by Administrative Agent.
(e) The proceeds from the sale or disposition of any Collateral shall be applied first to Expenses incurred by Administrative Agent, then to accrued but unpaid interest, then to accrued but unpaid Fees, then to the principal balance of Loans in accordance with each Lender's Pro Rata Percentage and then to Expenses, if any, incurred by any Lender that has received any such excess amount fails to remit such amount (to the Agent, the Agent shall reallocate the amounts paid on future payment dates extent subject to each Lender so that, after giving effect to such payments, the pro rata obligations owed reimbursement by the Loan Parties to each Lender shall be Borrower hereunder) in an amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amountaccordance with its Pro Rata Percentages.
Appears in 1 contract
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached heretoPro Rata Percentage, all such payments actually received by the Agent (other fees due and owing subject to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereofany required clearance procedures) in accordance with the settlement procedures established by the Agent and Co-Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereof.
(b) If any such payment received by the Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(c) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Revolving Credit and obligations hereunderthe Letters of Credit and the Term Loans, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Revolving Credit Note or Term Loan Note as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereofAgent. In the event that any Lender shall receive any payment on account payments in reduction of any the Revolving Credit or Term Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust IN TRUST for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, however, Lender having a greater share of any Lender that has received any such excess amount fails to remit such amount to payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the applicable Revolving Credit Pro Rata Share or applicable Term Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date Pro Rata Shares of the payment of such excess amount. In no event shall any Other Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amountdetermined by Agent.
Appears in 1 contract
Collections and Disbursements. (a) 1. The Agent will have the right to collect and receive all payments of the Loans and obligations hereunderLender Indebtedness, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due to Agent and/or Lenders under this the Loan Agreement and the other Transaction Documents with regard to Loan Documents. If Agent should for any reason receive less than the Loans and obligations hereunderfull amount of the interest or other compensation due under the Loan Documents, and the Agent will remit each Lender's share of such interest or compensation shall decrease in proportion to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments actually received by the Agent (other fees due and owing to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereof's Pro Rata Percentage.
(b) 2. If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts so rescinded amount rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. If Agent does not receive such sums from any Lender within one (1) Business Day after receipt by such Lender of the written notice from Agent referred to above, Agent shall also be entitled to receive from such Lender interest on such amount at a per annum rate equal to the Federal Funds Effective Rate during the period commencing on the date of receipt by such Lender of such written notice from Agent and ending on (but excluding) the date Agent recovers such amount.
(c) 3. All payments by the Agent and the Lenders to each other hereunder or under the Loan Documents shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans and obligations hereunderLender Indebtedness, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hourshours and after reasonable prior notice, at such Lender's sole expense.
4. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been All payments received by Agent from Borrowers following the occurrence of an Event of Default shall be applied, first to reasonable expenses incurred by Agent as provided in SECTION 14.16 below, then to all sums due ------------- Issuing Bank as set forth in SECTION 2.4 above, then to fees payable to Agent, ----------- then to accrued but unpaid fees in accordance with each Lender's Pro Rata Percentage (to the provisions hereofextent Lenders share in such fees), then to accrued but unpaid interest on the Lender Indebtedness in accordance with each Lender's Pro Rata Percentage, then to the principal balance of the Lender Indebtedness in accordance with each Lender's Pro Rata Percentage and then to expenses, if any, incurred by Lenders (to the extent subject to reimbursement by Borrowers under the Loan Documents) in accordance with their Pro Rata Percentages.
5. In To the event that any extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, the Lender shall receive any payment on account which obtains a greater share of any Loans payments (by set-off or obligations hereunder in an amount greater otherwise) than its applicable pro rata Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Pro Rata Shares of the other Lenders as determined by Agent in order that such Lender's percentage of all amounts received by all Lenders in respect of such class of outstanding Loans and obligations hereunder (including amounts obtained by reason of setoffs) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount is equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amountits Pro Rata Percentage.
Appears in 1 contract
Samples: Loan Agreement (Specialty Products & Insulation Co)
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunderLender Indebtedness, and to collect and receive all reimbursements due hereunder, for draws made under the letters of credit issued under this Agreement together with all fees, charges or other amounts due to Agent and/or Lenders under this Agreement and the other Transaction Documents with regard to Loan Documents. If Agent should for any reason receive less than the Loans and obligations hereunderfull amount of the interest or other compensation due under the Loan Documents, and the Agent will remit each Lender's share of such interest or compensation shall decrease in proportion to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments actually received by the Agent (other fees due and owing to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereof's Pro Rata Percentage.
(b) If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts so rescinded amount rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. If Agent does not receive such sums from any Lender within one (1) Business Day after receipt by such Lender of the written notice from Agent referred to above, Agent shall also be entitled to receive from such Lender interest on such amount at a per annum rate equal to the Prime Based Rate during the period commencing on the date of receipt by such Lender of such written notice from Agent and ending on (but excluding) the · - -
(c) date Agent recovers such amount.
(cd) All payments by the Agent and the Lenders to each other hereunder or under the Loan Documents shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans and obligations hereunderLender Indebtedness, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. .
(e) The Agent may treat proceeds from the payees sale or disposition of any Loan as the holder thereof until written notice of the transfer thereof shall have been Collateral and all other payments received by Agent shall be applied, first to reasonable expenses incurred by Agent as provided in Section 19.16, below, then to all sums due Issuing Bank in connection with the Agent issuance of any Letters of Credit, then to accrued but unpaid fees in accordance with each Lender's Pro Rata Percentage (to the provisions hereof. In extent Lenders share in such fees), then to accrued but unpaid interest on the event that any Lender shall receive any payment on account Indebtedness in accordance with each Lender's Pro Rata Percentage, then to the principal balance of the Lender Indebtedness in accordance with each Lender's Pro Rata Percentage and then to expenses, if any, incurred by Lenders (to the extent subject to reimbursement by Obligors under the Loan Documents) in accordance with their Pro Rata Percentages.
(f) To the extent necessary for each Lender's actual percentage of all outstanding Advances to equal its applicable Pro Rata Percentage, the Lender which obtains a greater share of any Loans payments (by set off or obligations hereunder in an amount greater otherwise) than its applicable pro rata Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Pro Rata Shares of the Lenders as determined by Agent in order that such Lender's percentage of all amounts received by all Lenders in respect of such class of Loans and obligations hereunder (including amounts obtained by reason of setoffs) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount outstanding Advances is equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amountits Pro Rata Percentage.
Appears in 1 contract
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunder, for draws made under the Letters of Credit issued under this Agreement together with all fees, charges or other amounts due to Agent and/or Lenders under this the Loan Agreement and the other Transaction Documents with regard to Loan Documents. If Agent should for any reason receive less than the Loans and obligations hereunder, and the Agent will remit to each Lender, according to its pro rata percentage full amount of the applicable Loans and obligations hereunder as set forth on Annex A attached heretointerest or other compensation due under the Loan Documents, all such payments actually the amount received by the Agent (other fees due and owing to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower shall be distributed pursuant to Section 11.4 12.4(d) hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereof.
(b) If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Line Percentage or Pro Rata Cap Ex Percentage, as applicable of the amounts so rescinded amount rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. If Agent does not receive such sums from any Lender within one (1) Business Day after receipt by such Lender of the written notice from Agent referred to above, Agent shall also be entitled to receive from such Lender interest on such amount at a per annum rate equal to the Prime Rate during the period commencing on the date of receipt by such Lender of such written notice from Agent and ending on (but excluding) the date Agent recovers such amount.
(c) All payments by the Agent and the Lenders to each other hereunder or under the Loan Documents shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans and obligations hereunderObligations, in a manner customary to the Agent's ’s keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's ’s sole expense. The Agent may treat .
(d) From and after an Acceleration Date, the payees proceeds from the sale or other disposition of any Loan as the holder thereof until written notice of the transfer thereof shall have been Collateral and all other payments received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account of any Loans or obligations hereunder the Obligations shall be applied in an amount greater than its applicable pro rata percentage the following order of all amounts received by all Lenders priority (in respect of such class of Loans and obligations hereunder each case without duplication):
(including amounts obtained by reason of setoffsi) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit First, to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentage. If, howeverreimburse Agent, any Lender that has received or Issuing Bank, for out-of-pocket costs, expenses and disbursements (including, without limitation, reasonable attorney’s fees and expenses) incurred by Agent, any Lender or Issuing Bank in connection with the collection of the Obligations or the exercise of any such excess amount fails party’s rights and remedies under the Loan Documents;
(ii) Second, to remit such amount Issuing Bank as cash collateral to the Agentextent of the outstanding L/C Obligations;
(iii) Third, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be Credit Facility in an amount equal to each Credit Facility’s Proportionate Share (which sums shall then be distributed to each Lender participating in such Credit Facility in the Credit Facility Order of Priority in accordance with each such participating Lender’s pro rata share of such Credit Facility as set forth on Schedule A hereto);
(iv) Fourth, to advances made in violation of Section 11.1;
(v) Fifth, to any other indebtedness then due to any Lender from Borrower (ratably according to the respective amount owed of such other indebtedness then outstanding); and
(vi) Sixth, the balance, if any, as required by law.
(e) To the Loan Parties before extent necessary for each Lender’s actual percentage of all outstanding advances under the date Working Capital Line to equal its applicable Pro Rata Line Percentage, the Lender which obtains a greater share of any payments (by set off or otherwise) than its applicable Pro Rata Line Percentage shall acquire a participation in the applicable outstanding balances of the payment Pro Rata Line Shares of the Lenders as determined by Agent in order that such excess amount. In no event Lender’s percentage of outstanding advances is equal to its Pro Rata Line Percentage.
(f) To the extent necessary for each Cap Ex Line Lender’s actual percentage of all outstanding advances under the Cap Ex Line to equal its applicable Pro Rata Cap Ex Percentage, the Cap Ex Line Lender which obtains a greater share of any payments (by set off or otherwise) than its applicable Pro Rata Cap Ex Percentage shall any Lender be deemed to have acquire a participation or other right in, to or against any other Lender's Loan as a result in the applicable outstanding balances of the payment Pro Rata Cap Ex Shares of any excess amountthe Cap Ex Line Lenders as determined by Agent in order that such Cap Ex Line Lender’s percentage of outstanding advances is equal to its Pro Rata Cap Ex Percentage.
Appears in 1 contract
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunder, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard Loan Documents. On each Settlement Date, the Agent shall make a determination of the actual outstanding dollar amount of each Lender's Loans based upon its Pro Rata Percentage (or such lesser percentage if such Lender has failed to remit a required payment to the Loans and obligations Agent hereunder, and ) of the outstanding principal amount of all Loans.
(b) The Agent will remit shall pay to each Lender, according to its pro rata percentage of on each Settlement Date, from the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments interest actually received by Agent from the Agent (other fees due and owing Borrower, a sum equal to the Agent pursuant interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender's outstanding balance of its Loans at the rate equal to the Fee Letter and the fees and expenses applicable rate of the Agent payable interest chosen by the Borrower pursuant with respect to Section 11.4 hereof) in accordance with such Lender's Pro Rata Percentage of the settlement procedures established by Loans outstanding. If the Agent from time should for any reason receive less than the full amount of the interest or other compensation due under the Loan Documents, each Lender's share of such interest or compensation shall decrease in proportion to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereofeach Lender's Pro Rata Percentage.
(bc) If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(cd) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Credit Facility and obligations hereunderthe Letters of Credit, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Obligations in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to the Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust (to the extent such Lender is lawfully able to do so) for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, however, the Lender having a greater share of any Lender that has received payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Loans of the other Lenders as determined by the Agent.
(e) The proceeds from the sale or disposition of any such excess amount fails Collateral shall be applied first to remit such amount to Expenses incurred by the Agent, the Agent shall reallocate the amounts paid on future payment dates then to each Lender so thataccrued but unpaid interest, after giving effect then to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal unpaid Fees owing to the pro rata amount owed by Lenders and/or the Loan Parties before Agent, then on the date next Settlement Date to the principal balance of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Loans in accordance with the percentage which each Lender's Loan as a result of respective outstanding Loans bears to the payment of any excess amountaggregate outstanding Loans.
Appears in 1 contract
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunder, Obligations and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard Loan Documents. On each Settlement Date, Agent shall make a determination of the actual outstanding dollar amount of each Lender's Loans based upon its Revolving Credit Pro Rata Percentage (or such lesser percentage if such Lender has failed to remit a required payment to Agent hereunder) of the Loans and obligations hereunder, and the outstanding principal amount of all Loans.
(b) Agent will remit shall pay to each Lender, according to its pro rata percentage of on each Settlement Date, from the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments interest actually received by the Agent (other fees due and owing from Borrowers, a sum equal to the Agent pursuant interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender's outstanding balance of its Loans at the rate equal to the Fee Letter and the fees and expenses applicable rate of interest chosen by Borrowers with respect to such Lender's Revolving Credit Pro Rata Percentage of the Advances outstanding. If Agent payable by should for any reason receive less than the Borrower pursuant full amount of the interest or other compensation due under the Loan Documents, each Lender's share of such interest or compensation shall decrease in proportion to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereofeach Lender's Revolving Credit Pro Rata Percentage.
(bc) If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Revolving Credit Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(cd) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans and obligations hereunderRevolving Credit, including the Letters of Credit, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Obligations in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Revolving Credit Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to the Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in -- trust (to the extent such Lender is lawfully able to do so) for the Agent (on behalf ----- of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentageRevolving Credit Pro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Revolving Credit Pro Rata Percentage, howeverthe Lender having a greater share of any payment(s) than its applicable Revolving Credit Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Revolving Credit Pro Rata Shares of the other Lenders as determined by Agent.
(e) The proceeds from the sale or disposition of any Collateral shall be applied first to Expenses incurred by Agent, any Lender that has received any such excess amount fails then to remit such amount accrued but unpaid interest, then to unpaid fees owing to Lenders and/or Agent, then on the next Settlement Date to the Agent, the Agent shall reallocate the amounts paid on future payment dates to principal balance of Loans in accordance with percentage which each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal Lender's respective outstanding Loans bears to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amountaggregate outstanding Loans.
Appears in 1 contract
Samples: Loan and Security Agreement (Telespectrum Worldwide Inc)
Collections and Disbursements. (a) The Administrative Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Administrative Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached heretoPro Rata Percentage, all such payments actually received by the Administrative Agent (other fees due and owing subject to any required clearance procedures) on the Agent pursuant to the Fee Letter and the fees and expenses same Business Day of the Agent payable receipt thereof (provided such payments shall have been received by the Borrower pursuant Administrative Agent prior to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to 1:00 p.m., Philadelphia time. Settlements shall occur , on such dates as Business Day) otherwise on the Agent may elect in its sole discretion, but which shall be no later than two (2) next Business Days following receipt thereofDay.
(b) If any such payment received by the Administrative Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, Administrative Agent promptly pay over to the Administrative Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(c) On the same Business Day on which notice is given to the Lenders by the Administrative Agent (or on the next following Business Day if such notice is not given by the Administrative Agent prior to 1:00 p.m., Philadelphia time) with respect to any payment which has been made on account of any Letter of Credit, which notice shall state the date and amount of such payment, each Lender (other than the Fronting Lender) shall remit to the Fronting Lender its Pro Rata Percentage of the payment in respect of such Letter of Credit. The obligations of the Lenders hereunder are unconditional, not subject to setoff and irrevocable and may not be terminated at any time.
(d) All payments by the Administrative Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at lawful money of the United States of America and i all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Revolving Credit and obligations hereunderthe Letters of Credit, in a manner customary to the Administrative Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Administrative Agent may treat the payees of any Loan Restated Revolving Credit Note as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance Administrative Agent.
(e) Each Lender and each subsequent holder by acceptance of a Restated Revolving Credit Note agree among themselves that (i) with the provisions hereof. In the event that any Lender shall receive any payment on account of any Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of respect to all amounts received by all Lenders them which are applicable to the payment of principal of or interest on the Restated Revolving Credit Notes and amounts payable in respect of such class of Loans and obligations hereunder (including amounts obtained by reason of setoffs) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times any fees or commissions hereunder, equitable adjustment will be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender made so that, after giving effect to in effect, all such payments, amounts will be shared among the Lenders pro rata obligations based on their respective Pro Rata Share of the Obligations with respect to which such payment was received, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Restated Revolving Credit Notes, (ii) if any of them shall exercise any right of counterclaim, setoff, banker's lien or similar right with respect to amounts owed by the Loan Parties to each Borrower or any Guarantor hereunder or under the Restated Revolving Credit Notes that Lender or holder, as the case may be, shall be in an apportion the amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan recovered as a result of the payment exercise of such right pro rata in accordance with each Lender's Pro Rata Percentage, and (iii) if any of them shall thereby through the exercise of any excess amountright of counterclaim, setoff, banker's lien or otherwise or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receivemount of principal and interest due with respect to the Restated Revolving Credit Notes held by the Lender or holder, or any other amount payable hereunder which is greater than the proportion received by any other holder of the Restated Revolving Credit Notes in respect of the aggregate amount of principal and interest due with respect to the Restated Revolving Credit Notes held by it or any other amount payable hereunder that Lender or that holder of the Restated Revolving Credit Notes receiving such proportionately greater payments shall (y) notify each other Lender and the Administrative Agent of such receipt and (z) purchase for cash, without recourse or warranty, participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the Restated Revolving Credit Notes held by the other holders so that all such recoveries of principal and interest with respect to the Restated Revolving Credit Notes shall be proportionate to their respective Pro Rata Percentages; provided, however, that if all or part of such proportionately greater payment received by such purchasing holder is thereafter recovered from such holder, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that holder to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement.
Appears in 1 contract
Samples: Loan Agreement (CSS Industries Inc)
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunder, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunder, and the Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments actually received by the Agent (other fees due and owing to the Agent pursuant to the Fee Letter and than the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 10.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereof.
(b) If any such payment received by the Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned.
(c) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts and records reflecting the interest of each Lender in the Loans and obligations hereunder, in a manner customary to the Agent's ’s keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's ’s sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account of any Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders in respect of such class of Loans and obligations hereunder (including amounts obtained by reason of setoffs) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties Borrower to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties Borrower before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's ’s Loan as a result of the payment of any excess amount.
Appears in 1 contract
Samples: Credit Agreement (American Capital Senior Floating, Ltd.)
Collections and Disbursements. (a) The Administrative Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Administrative Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached heretoPro Rata Percentage, all such payments actually received by the Administrative Agent (other fees due and owing subject to any required clearance procedures) on the Agent pursuant to the Fee Letter and the fees and expenses same Business Day of the Agent payable receipt thereof (provided such payments shall have been received by the Borrower pursuant Administrative Agent prior to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to 1:00 p.m., Philadelphia time. Settlements shall occur , on such dates as Business Day) otherwise on the Agent may elect in its sole discretion, but which shall be no later than two (2) next Business Days following receipt thereofDay.
(b) If any such payment received by the Administrative Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, Administrative Agent promptly pay over to the Administrative Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(c) On the same Business Day on which notice is given to the Lenders by the Administrative Agent (or on the next following Business Day if such notice is not given by the Administrative Agent prior to 1:00 p.m., Philadelphia time) with respect to any payment which has been made on account of any Letter of Credit, which notice shall state the date and amount of such payment, each Lender (other than the Fronting Lender) shall remit to the Fronting Lender its Pro Rata Percentage of the payment in respect of such Letter of Credit. The obligations of the Lenders hereunder are unconditional, not subject to setoff and irrevocable and may not be terminated at any time.
(d) All payments by the Administrative Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will lawful money of the United States of America and at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Revolving Credit and obligations hereunderthe Letters of Credit, in a manner customary to the Administrative Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Administrative Agent may treat the payees of any Loan Revolving Credit Note as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance Administrative Agent.
(e) The Lenders and any subsequent holder by acceptance of a Revolving Credit Note agree among themselves that (i) with the provisions hereof. In the event that any Lender shall receive any payment on account of any Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of respect to all amounts received by all Lenders them which are applicable to the payment of principal of or interest on the Revolving Credit Notes and amounts payable in respect of such class of Loans and obligations hereunder (including amounts obtained by reason of setoffs) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times any fees or commissions hereunder, equitable adjustment will be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender made so that, after giving effect to in effect, all such payments, amounts will be shared among the Lenders pro rata obligations based on their respective Pro Rata Share of the Obligations with respect to which such payment was received, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Revolving Credit Notes, (ii) if any of them shall exercise any right of counterclaim, setoff, banker's lien or similar right with respect to amounts owed by the Loan Parties to each Borrower or any Guarantor hereunder or under the Revolving Credit Notes that Lender or holder, as the case may be, shall be in an apportion the amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan recovered as a result of the payment exercise of such right pro rata in accordance with each Lender's Pro Rata Percentage, and (iii) if any of them shall thereby through the exercise of any excess amountright of counterclaim, setoff, banker's lien or otherwise or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or rejection of a proportion of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by a Lender or holder, or any other amount payable hereunder which is greater than the proportion received by any other holder of the Revolving Credit Notes in respect of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by it or any other amount payable hereunder that Lender or that holder of the Revolving Credit Notes receiving such proportionately greater payments shall (y) notify each other Lender and the Administrative Agent of such receipt and (z) purchase for cash, without recourse or warranty, participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the Revolving Credit Notes held by the other holders so that all such recoveries of principal and interest with respect to the Revolving Credit Notes shall be proportionate to their respective Pro Rata Percentages; provided, however, that if all or part of such proportionately greater payment received by such purchasing holder is thereafter recovered from such holder, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that holder to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement.
Appears in 1 contract
Samples: Loan Agreement (CSS Industries Inc)
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunderLoan Obligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached heretoPro Rata Percentage, all such payments actually received by the Agent (other fees due and owing subject to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereofany required clearance procedures) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereof.
(b) If any such payment received by the Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(c) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Revolving Credit and obligations hereunderthe Letters of Credit, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan Revolving Credit Note as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereofAgent. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Revolving Credit in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, howeverTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, any Lender that has received having a greater share of any such excess amount fails to remit such amount to payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date applicable Pro Rata Shares of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan Lenders as a result of the payment of any excess amountdetermined by Agent.
Appears in 1 contract
Collections and Disbursements. (a) The a. Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Loan Documents and to distribute such payments to Lenders and Issuing Bank in accordance with regard to the Loans and obligations hereunder, and the terms of Section 2.3.
b. Agent will remit shall pay to each Lender, according to its pro rata percentage of on each Settlement Date, from the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments interest actually received by the Agent (other fees due and owing from Borrower, a sum equal to the Agent pursuant interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender’s outstanding balance of its Revolving Credit at the rate equal to the Fee Letter and the fees and expenses applicable rate of interest chosen by Borrower with respect to such Lender’s Pro Rata Percentage of the Advances outstanding. If Agent payable by should for any reason receive less than the Borrower pursuant full amount of the interest or other compensation due under the Loan Documents, each Lender’s share of such interest or compensation shall decrease in proportion to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereofeach Lender’s Pro Rata Percentage.
(b) c. If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(c) d. All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Revolving Credit and obligations hereunderthe Letters of Credit, in a manner customary to the Agent's ’s keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's ’s sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Obligations in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust (to the extent such Lender is lawfully able to do so) for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, however, any Lender that has received any such excess amount fails To the extent necessary for each Lender’s actual percentage of all outstanding Revolving Credit Loans to remit such amount to the Agentequal its applicable Pro Rata Percentage, the Agent Lender having a greater share of any payment(s) than its applicable Pro Rata Percentage shall reallocate acquire a participation in the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date applicable outstanding balances of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result Pro Rata Shares of the payment of any excess amountother Lenders as determined by Agent.
Appears in 1 contract
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunder, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or and other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Agent will remit to each Lender, Lender according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, Pro Rata Percentage all such payments actually received by the Agent (other fees due and owing subject to any required clearance procedures) on the Agent pursuant to the Fee Letter and the fees and expenses same Business Day of the Agent payable by the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established receipt thereof (but if such payments shall not have been received by the Agent from time prior to time. Settlements shall occur 1:00 p.m. Eastern Time on such dates as Business Day then, on the Agent may elect in its sole discretion, but which shall be no later than two (2) next Business Days following receipt thereofDay).
(b) On the Business Day for which notice is given Lenders by Agent with respect to requested Advances (which notice shall state the date and amount of such payment), each Lender shall remit to the Agent its Pro Rata Percentage of the payment in respect to such Advance. The obligation of Lenders hereunder are unconditional, not subject to set-off, and irrevocable and may not be terminated at any time.
(c) If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(cd) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans and obligations hereunderCredit Facility, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Obligations in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to the Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, however, any Lender that has received any such excess amount fails To the extent necessary for each Lender's actual percentage of all outstanding Loans to remit such amount to the Agentequal its applicable Pro Rata Percentage, the Agent Lender having a greater share of any payment(s) than its applicable Pro Rata Percentage shall reallocate acquire a participation in the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date applicable outstanding balances of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result Pro Rata Shares of the payment of any excess amountother Lenders as determined by Agent.
Appears in 1 contract
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunder, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or and other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Agent will remit to each Lender, Lender according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, Pro Rata Percentages all such payments actually received by the Agent (other fees due and owing subject to any required clearance procedures) on the Agent pursuant to the Fee Letter and the fees and expenses same Business Day of the Agent payable by the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established receipt thereof (but if such payments shall not have been received by the Agent from time prior to time. Settlements shall occur 12:00 noon Eastern Time on such dates as Business Day then, on the Agent may elect in its sole discretion, but which shall be no later than two (2) next Business Days following receipt thereofDay).
(b) On the Business Day for which notice is given Lenders by Agent with respect to requested Advances (which notice shall state the date and amount of such payment), each Lender shall, provided all preconditions to Advances contained in Section 2.3 herein have been satisfied, remit to the Agent its Pro Rata Percentage of the payment in respect to such Advance. The obligations of Lenders under this Section 9.7(b) are unconditional, not subject to set-off, are irrevocable and may not be terminated at any time.
(c) If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(cd) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans and obligations hereunderCredit Facility, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Obligations in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to the Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, however, any Lender that has received any such excess amount fails To the extent necessary for each Lender's actual percentage of all outstanding Loans to remit such amount to the Agentequal its applicable Pro Rata Percentage, the Agent Lender having a greater share of any payments than its applicable Pro Rata Percentage shall reallocate acquire a participation in the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date applicable outstanding balances of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result Pro Rata Shares of the payment of any excess amountother Lenders as determined by Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Granite Financial Inc)
Collections and Disbursements. (a) The If any payments or any other amounts are received by Agent for the account of Lender under or in connection with the Loan Documents, Agent will have the right promptly remit to collect and receive all payments Lender (or if more than one Lender, each such Lender’s pro rata share of the Loans and obligations hereunder, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunder, and the Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached heretoLoan), all such payments actually received by the Agent (other fees due and owing to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereof.
(b) If any such payment received by the Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned.
(c) All payments by the Agent and the Lenders Xxxxxx to each other hereunder shall be in by wire transfer of immediately available funds. The If there is more than one Lender, and a such Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loan or Obligations resulting in such Lender receiving payment of a proportion of the aggregate amount of the Loan and other Obligations greater than such Lender’s pro rata share of the Loan, then Lender receiving such greater proportion shall (i) notify Agent will of such fact, and (b) purchase (for cash at all times maintain proper books of accounts and records reflecting the interest of each Lender face value) participations in the Loans Loan and obligations hereundersuch other Obligations of the other parties constituting Lender, in a manner customary to the Agent's keeping of or make such records, which books and records other adjustments as shall be available for inspection equitable, so that the benefit of all such payments shall be shared by each such parties constituting Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:
(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions hereof. In the event that any Lender of this section shall receive not be construed to apply to (x) any payment on account made by Borrower pursuant to and in accordance with the express terms of any Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders in respect of such class of Loans and obligations hereunder this Agreement (including amounts the application of funds arising from the existence of a defaulting Lender), or (y) any payment obtained by reason of setoffs) such a Lender shall hold such excess in trust as consideration for the Agent assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to any Borrower Party (as to which the provisions of this Section 18.9 shall apply).
(d) Xxxxxxxx (on its own behalf and on behalf of all each other LendersBorrower Party) and shall promptly remit consents to the Agent foregoing and agrees, to the extent it may effectively do so under applicable law, that a Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Borrower Party rights of setoff and counterclaim with respect to such excess participation as fully as if such Lender were a direct creditor of each Borrower Party in the amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amountparticipation.
Appears in 1 contract
Samples: Loan Agreement (CaliberCos Inc.)
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunder, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or and other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Agent will remit to each Lender, Lender according to applicable Pro Rata Percentage (but based on its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, respective Lender's Loan Balance) all such payments actually received by the Agent (other fees due and owing subject to any required clearance procedures) on the Agent pursuant to the Fee Letter and the fees and expenses same Business Day of the Agent payable by the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established receipt thereof (but if such payments shall not have been received by the Agent from time prior to time. Settlements shall occur 12:00 noon Eastern Time on such dates as Business Day then, on the Agent may elect in its sole discretion, but which shall be no later than two (2) next Business Days following receipt thereofDay).
(b) On the Business Day for which notice is given Lenders by Agent with respect to requested Advances (which notice shall state the date and amount of such payment), each Lender shall, remit to the Agent its Pro Rata Percentage of the payment in respect to such Advance. The obligation of Lenders hereunder are absolute and unconditional.
(c) If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(cd) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans and obligations hereunderCredit Facility, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Obligations in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage (based on its respective Lender's Loan Balance) in respect of such class of Loans and obligations hereunder indebtedness to the Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, however, any Lender that has received any such excess amount fails To the extent necessary for each Lender's actual percentage of all outstanding Loans to remit such amount to the Agent, the Agent shall reallocate the amounts paid equal its applicable Pro Rata Percentage (based on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other its respective Lender's Loan as Balance), the Lender having a result greater share of any payment(s) than its applicable Pro Rata Percentage (based on its respective Lender's Loan Balance) shall acquire a participation in the applicable outstanding balances of the payment Pro Rata Shares of any excess amountthe other Lenders as determined by Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Capital Associates Inc)
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunderfor draws or payments made under the Letters of Credit or LC Guaranties respectively, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached heretoPro Rata Percentage, all such payments actually received by the Agent (other fees due and owing subject to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereofany required clearance procedures) in accordance with the settlement procedures established by the Agent from time to time. Settlements (including adjustments of the proportionate shares among the Lenders) shall occur weekly in accordance with Section 3.1.6 on such dates the Settlement Dates, or more frequently as determined by Agent. Between Settlement Dates, all collections and payments shall first be applied to reduce the Agent may elect in its sole discretionoutstanding principal balance of the Revolving Credit Loans and if FCC is the Agent, but which collections and payments received between Settlement Dates shall be no later than two (2) Business Days following receipt thereofused to reduce FCC's proportionate share of the Revolving Credit Loans.
(b) If any such payment received by Agent or FCC in its capacity as the Agent issuer of Letters of Credit or LC Guaranties is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(c) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans and obligations hereunderLoans, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan Note as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account of any Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders in respect of such class of Loans and obligations hereunder (including amounts obtained by reason of setoffs) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amountSection 11.
Appears in 1 contract
Samples: Loan and Security Agreement (Eagle Supply Group Inc)
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunder, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard Loan Documents. On each Settlement Date, the Agent shall make a determination of the actual outstanding dollar amount of each Lender’s Loans based upon its Pro Rata Percentage (or such lesser percentage if such Lender has failed to remit a required payment to the Loans and obligations Agent hereunder, and ) of the outstanding principal amount of all Loans.
(b) The Agent will remit shall pay to each Lender, according to its pro rata percentage of on each Settlement Date, from the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments interest actually received by Agent from the Agent (other fees due and owing Borrower, a sum equal to the Agent pursuant interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender’s outstanding balance of its Loans at the rate equal to the Fee Letter and the fees and expenses applicable rate of the Agent payable interest chosen by the Borrower pursuant with respect to Section 11.4 hereof) in accordance with such Lender’s Pro Rata Percentage of the settlement procedures established by Loans outstanding. If the Agent from time should for any reason receive less than the full amount of the interest or other compensation due under the Loan Documents, each Lender’s share of such interest or compensation shall decrease in proportion to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereofeach Lender’s Pro Rata Percentage.
(bc) If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(cd) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Credit Facility and obligations hereunderthe Letters of Credit, in a manner customary to the Agent's ’s keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's ’s sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Obligations in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to the Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust (to the extent such Lender is lawfully able to do so) for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender’s actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, however, the Lender having a greater share of any Lender that has received payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Loans of the other Lenders as determined by the Agent.
(e) The proceeds from the sale or disposition of any such excess amount fails Collateral shall be applied first to remit such amount to Expenses incurred by the Agent, the Agent shall reallocate the amounts paid on future payment dates then to each Lender so thataccrued but unpaid interest, after giving effect then to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal unpaid Fees owing to the pro rata amount owed by Lenders and/or the Loan Parties before Agent, then on the date next Settlement Date to the principal balance of the payment of such excess amount. In no event shall any Lender be deemed Loans in accordance with the percentage which each Lender’s respective outstanding Loans bears to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amountaggregate outstanding Loans.
Appears in 1 contract
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunder, and to collect and receive all reimbursements due hereunderObligations, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard Loan Documents. On each Settlement Date, Agent shall make a determination of the actual outstanding dollar amount of each Lender's Loans based upon its Pro Rata Percentage (or such lesser percentage if such Lender has failed to remit a required payment to Agent hereunder) of the Loans and obligations hereunder, and the outstanding principal amount of all Loans.
(b) Agent will remit shall pay to each Lender, according to its pro rata percentage of on each Settlement Date, from the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments interest actually received by the Agent (other fees due and owing from Borrowers, a sum equal to the Agent pursuant interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender's outstanding balance of its Loans at the rate equal to the Fee Letter and the fees and expenses applicable rate of interest chosen by Borrower with respect to such Lender's Pro Rata Percentage of the Advances outstanding. If Agent payable by should for any reason receive less than the Borrower pursuant full amount of the interest or other compensation due under the Loan Documents, each Lender's share of such interest or compensation shall decrease in proportion to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereofeach Lender's Pro Rata Percentage.
(bc) If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(cd) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Credit Facility and obligations hereunderthe Letters of Credit, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Obligations in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to the Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust (to the extent such Lender is lawfully able to do so) for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, howeverthe Lender having a greater share of any payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Loans of the other Lenders as determined by Agent.
(e) The proceeds from the sale or disposition of any Collateral shall be applied first to Expenses incurred by Agent, any Lender that has received any such excess amount fails then to remit such amount accrued but unpaid interest, then to unpaid fees owing to Lenders and/or Agent, then on the next Settlement Date to the Agent, the Agent shall reallocate the amounts paid on future payment dates to principal balance of Loans in accordance with percentage which each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal Lender's respective outstanding Loans bears to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amountaggregate outstanding Loans.
Appears in 1 contract
Collections and Disbursements. (a) The Administrative Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Administrative Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached heretoPro Rata Percentage, all such payments actually received by the Administrative Agent (other fees due and owing subject to any required clearance procedures) on the Agent pursuant to the Fee Letter and the fees and expenses same Business Day of the Agent payable receipt thereof (provided such payments shall have been received by the Borrower pursuant Administrative Agent prior to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to 1:00 p.m., Philadelphia time. Settlements shall occur , on such dates as Business Day) otherwise on the Agent may elect in its sole discretion, but which shall be no later than two (2) next Business Days following receipt thereofDay.
(b) If any such payment received by the Administrative Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, Administrative Agent promptly pay over to the Administrative Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(c) On the same Business Day on which notice is given to the Lenders by the Administrative Agent (or on the next following Business Day if such notice is not given by the Administrative Agent prior to 1:00 p.m., Philadelphia time) with respect to any payment which has been made on account of any Letter of Credit, which notice shall state the date and amount of such payment, each Lender (other than the Fronting Lender) shall remit to the Fronting Lender its Pro Rata Percentage of the payment in respect of such Letter of Credit. The obligations of the Lenders hereunder are unconditional, not subject to setoff and irrevocable and may not be terminated at any time.
(d) All payments by the Administrative Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will lawful money of the United States of America and at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Revolving Credit and obligations hereunderthe Letters of Credit, in a manner customary to the Administrative Agent's ’s keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's ’s sole expense. The Administrative Agent may treat the payees of any Loan Revolving Credit Note as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance Administrative Agent.
(e) The Lenders and any subsequent holder by acceptance of a Revolving Credit Note agree among themselves that (i) with the provisions hereof. In the event that any Lender shall receive any payment on account of any Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of respect to all amounts received by all Lenders them which are applicable to the payment of principal of or interest on the Revolving Credit Notes and amounts payable in respect of such class of Loans and obligations hereunder (including amounts obtained by reason of setoffs) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times any fees or commissions hereunder, equitable adjustment will be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender made so that, after giving effect to in effect, all such payments, amounts will be shared among the Lenders pro rata obligations based on their respective Pro Rata Share of the Obligations with respect to which such payment was received, whether received by voluntary payment, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any or all of the Revolving Credit Notes, (ii) if any of them shall exercise any right of counterclaim, setoff, banker’s lien or similar right with respect to amounts owed by the Loan Parties to each Borrower or any Guarantor hereunder or under the Revolving Credit Notes that Lender or holder, as the case may be, shall be in an apportion the amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan recovered as a result of the payment exercise of such right pro rata in accordance with each Lender’s Pro Rata Percentage, and (iii) if any of them shall thereby through the exercise of any excess amountright of counterclaim, setoff, banker’s lien or otherwise or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or rejection of a proportion of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by a Lender or holder, or any other amount payable hereunder which is greater than the proportion received by any other holder of the Revolving Credit Notes in respect of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by it or any other amount payable hereunder that Lender or that holder of the Revolving Credit Notes receiving such proportionately greater payments shall (y) notify each other Lender and the Administrative Agent of such receipt and (z) purchase for cash, without recourse or warranty, participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the Revolving Credit Notes held by the other holders so that all such recoveries of principal and interest with respect to the Revolving Credit Notes shall be proportionate to their respective Pro Rata Percentages; provided, however, that if all or part of such proportionately greater payment received by such purchasing holder is thereafter recovered from such holder, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that holder to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement.
Appears in 1 contract
Samples: Loan Agreement (CSS Industries Inc)
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard Loan Documents. On each Settlement Date, Agent shall make a determination of the actual outstanding dollar amount of each Lender's Loans based upon its Pro Rata Percentage (or such lesser percentage if such Lender has failed to remit a required payment to Agent hereunder) of the Loans and obligations hereunder, and the outstanding principal amount of all Loans.
(b) Agent will remit shall pay to each Lender, according to its pro rata percentage of on each Settlement Date, from the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments interest actually received by the Agent (other fees due and owing from Borrowers, a sum equal to the Agent pursuant interest calculated for the actual number of days elapsed on the basis of a year of 360 days, on each Lender's outstanding balance of its Loans at the rate equal to the Fee Letter and the fees and expenses applicable rate of interest chosen by Borrower with respect to such Lender's Pro Rata Percentage of the Advances outstanding. If Agent payable by should for any reason receive less than the Borrower pursuant full amount of the interest or other compensation due under the Loan Documents, each Lender's share of such interest or compensation shall decrease in proportion to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereofeach Lender's Pro Rata Percentage.
(bc) If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(cd) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Revolving Credit and obligations hereunderthe Letters of Credit, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Loan as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereof. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Obligations in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to the Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust (to the extent such Lender is lawfully able to do so) for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder -51- 57 shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. IfTo the extent necessary for each Lender's actual percentage of all outstanding Loans to equal its applicable Pro Rata Percentage, howeverthe Lender having a greater share of any payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Revolving Credit Pro Rata Shares of the other Lenders as determined by Agent.
(e) The proceeds from the sale or disposition of any Collateral shall be applied first to Expenses incurred by Agent, any Lender that has received any such excess amount fails then to remit such amount accrued but unpaid interest, then to unpaid fees owing to Lenders and/or Agent, then on the next Settlement Date to the Agent, the Agent shall reallocate the amounts paid on future payment dates to principal balance of Loans in accordance with percentage which each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal Lender's respective outstanding Loans bears to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amountaggregate outstanding Loans.
Appears in 1 contract
Samples: Loan and Security Agreement (Ecc International Corp)
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunderLender Indebtedness, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due to Agent and/or Lenders under this the Loan Agreement and the other Transaction Documents with regard to Loan Documents. If Agent should for any reason receive less than the Loans and obligations hereunderfull amount of the interest or other compensation due under the Loan Documents, and the Agent will remit each Lender's share of such interest or compensation shall decrease in proportion to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached hereto, all such payments actually received by the Agent (other fees due and owing to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as the Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereof's Pro Rata Percentage.
(b) If any such payment received by the Agent is rescinded rescinded, determined to be unenforceable or invalid or is otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts so rescinded amount rescinded, held unenforceable or invalid or required to be returned, together with interest and other fees thereon so if also required to be rescinded or returned. If Agent does not receive such sums from any Lender within one (1) Business Day after receipt by such Lender of the written notice from Agent referred to above, Agent shall also be entitled to receive from such Lender interest on such amount at a per annum rate equal to the Federal Funds Rate during the period commencing on the date of receipt by such Lender of such written notice from Agent and ending on (but excluding) the date Agent recovers such amount.
(c) All payments by the Agent and the Lenders to each other hereunder or under the Loan Documents shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans and obligations hereunderLender Indebtedness, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. .
(d) The Agent may treat proceeds from the payees sale or disposition of any Loan as the holder thereof until written notice of the transfer thereof shall have been Collateral and all other payments received by Agent shall be applied, first to reasonable expenses incurred by Agent as provided in Section 16.16, below, then to all sums due Issuing Bank in connection with the Agent issuance of any Letters of Credit, then to accrued but unpaid fees in accordance with each Lender's Pro Rata Percentage (to the provisions hereof. In extent Lenders share in such fees), then to accrued but unpaid interest on the event that any Lender shall receive any payment on account Indebtedness in accordance with each Lender's Pro Rata Percentage, then to the principal balance of the Lender Indebtedness in accordance with each Lender's Pro Rata Percentage and then to expenses, if any, incurred by Lenders (to the extent subject to reimbursement by Borrowers under the Loan Documents) in accordance with their Pro Rata Percentages.
(e) To the extent necessary for each Lender's actual percentage of all outstanding advances to equal its applicable Pro Rata Percentage, the Lender which obtains a greater share of any Loans payments (by set off or obligations hereunder in an amount greater otherwise) than its applicable pro rata Pro Rata Percentage shall acquire a participation in the applicable outstanding balances of the Pro Rata Shares of the Lenders as determined by Agent in order that such Lender's percentage of all amounts received by all Lenders in respect of such class of Loans and obligations hereunder (including amounts obtained by reason of setoffs) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount outstanding advances is equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan as a result of the payment of any excess amountits Pro Rata Percentage.
Appears in 1 contract
Samples: Loan and Security Agreement (Nobel Education Dynamics Inc)
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached heretoPro Rata Percentage, all such payments actually received by the Agent (other fees due and owing subject to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereofany required clearance procedures) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as , provided that each Lender acknowledges that the Agent Fee and issuance and other administrative fees for Letters of Credit and interest on the Swing Line may elect in be retained by Agent for its sole discretion, but which shall be no later than two (2) Business Days following receipt thereofown account.
(b) If any such payment received by the Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(c) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans and obligations hereunderRevolving Loans, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Revolving Loan Note as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereofAgent. In the event that any Lender shall receive any payment on account payments in reduction of any the Revolving Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, howeverTo the extent necessary for each Lender's actual percentage of all outstanding Advances to equal its applicable Pro Rata Percentage, any Lender that has received having a greater share of any such excess amount fails to remit such amount to payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date applicable Pro Rata Percentage of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan Lenders as a result of the payment of any excess amountdetermined by Agent.
Appears in 1 contract
Collections and Disbursements. (a) The Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached heretoPro Rata Percentage, all such payments actually received by the Agent (other fees due and owing subject to the Agent pursuant to the Fee Letter and the fees and expenses of the Agent payable by the Borrower pursuant to Section 11.4 hereofany required clearance procedures) in accordance with the settlement procedures established by the Agent from time to time. Settlements shall occur on such dates as , provided that each Lender acknowledges that the Agent Fee and issuance and other administrative fees for Letters of Credit may elect in be retained by Agent for its sole discretion, but which shall be no later than two (2) Business Days following receipt thereofown account.
(b) If any such payment received by the Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, promptly pay over to the Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(c) All payments by the Agent and the Lenders to each other hereunder shall be in immediately available funds. The Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans and obligations hereunderRevolving Loan, in a manner customary to the Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Agent may treat the payees of any Revolving Loan Note as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance with the provisions hereofAgent. In the event that any Lender shall receive any payment on account payments in reduction of any Loans or obligations hereunder the Revolving Loan in an amount greater than its applicable pro rata percentage of all amounts received by all Lenders Pro Rata Percentage in respect of such class of Loans and obligations hereunder indebtedness to Lenders evidenced hereby (including including, without limitation amounts obtained by reason of setoffs) ), such Lender shall hold such excess in trust IN TRUST for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times be in accordance with its applicable pro rata percentagePro Rata Percentage. If, howeverTo the extent necessary for each Lender's actual percentage of all outstanding Advances to equal its applicable Pro Rata Percentage, any Lender that has received having a greater share of any such excess amount fails to remit such amount to payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Lender shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date applicable Pro Rata Percentage of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan Lenders as a result of the payment of any excess amountdetermined by Agent.
Appears in 1 contract
Collections and Disbursements. (a) The Administrative Agent will have the right to collect and receive all payments of the Loans and obligations hereunderObligations, and to collect and receive all reimbursements due hereunderfor draws made under the Letters of Credit, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Loans and obligations hereunderLoan Documents, and the Administrative Agent will remit to each Lender, according to its pro rata percentage of the applicable Loans and obligations hereunder as set forth on Annex A attached heretoPro Rata Percentage, all such payments actually received by the Administrative Agent (other fees due and owing subject to any required clearance procedures) on the Agent pursuant to the Fee Letter and the fees and expenses same Business Day of the Agent payable receipt thereof (provided such payments shall have been received by the Borrower pursuant Administrative Agent prior to Section 11.4 hereof) in accordance with the settlement procedures established by the Agent from time to 1:00 p.m., Philadelphia time. Settlements shall occur , on such dates as Business Day) otherwise on the Agent may elect in its sole discretion, but which shall be no later than two (2) next Business Days following receipt thereofDay.
(b) If any such payment received by the Administrative Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or and the other Transaction Loan Documents, each Lender will, upon written notice from the Agent, Administrative Agent promptly pay over to the Administrative Agent its pro rata percentage Pro Rata Percentage of the amounts amount so rescinded or returned, together with interest and other fees thereon so if also required to be rescinded or returned.
(c) On the same Business Day on which notice is given to the Lenders by the Administrative Agent (or on the next following Business Day if such notice is not given by the Administrative Agent prior to 1:00 p.m., Philadelphia time) with respect to any payment which has been made on account of any Letter of Credit, which notice shall state the date and amount of such payment, each Lender (other than the payor Lender) shall remit to the payor Lender its Pro Rata Percentage of the payment in respect of such Letter of Credit. The obligations of the Lenders hereunder are unconditional, not subject to setoff and irrevocable and may not be terminated at any time.
(d) All payments by the Administrative Agent and the Lenders to each other hereunder shall be in lawful money of the United States of America and in immediately available funds. The Administrative Agent will at all times maintain proper books of accounts account and records reflecting the interest of each Lender in the Loans Revolving Credit and obligations hereunderthe Letters of Credit, in a manner customary to the Administrative Agent's keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such Lender's sole expense. The Administrative Agent may treat the payees of any Loan Revolving Credit Note as the holder thereof until written notice of the transfer thereof shall have been received by the Agent in accordance Administrative Agent.
(e) Each Lender and each subsequent holder by acceptance of a Revolving Credit Note agree among themselves that (i) with the provisions hereof. In the event that any Lender shall receive any payment on account of any Loans or obligations hereunder in an amount greater than its applicable pro rata percentage of respect to all amounts received by all Lenders them which are applicable to the payment of principal of or interest on the Revolving Credit Notes and amounts payable in respect of such class of Loans and obligations hereunder (including amounts obtained by reason of setoffs) such Lender shall hold such excess in trust for the Agent (on behalf of all other Lenders) and shall promptly remit to the Agent such excess amount so that the amounts received by each Lender in respect of such class of Loans and obligations hereunder shall at all times any fees or commissions hereunder, equitable adjustment will be in accordance with its applicable pro rata percentage. If, however, any Lender that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on future payment dates to each Lender made so that, after giving effect to in effect, all such payments, amounts will be shared among the Lenders pro rata obligations based on their respective Pro Rata Share of the Obligations with respect to which such payment was received, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Revolving Credit Notes, (ii) if any of them shall exercise any right of counterclaim, setoff, banker's lien or similar right with respect to amounts owed by the Loan Parties to each Borrower or any Guarantor hereunder or under the Revolving Credit Notes that Lender or holder, as the case may be, shall be in an apportion the amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Lender be deemed to have a participation or other right in, to or against any other Lender's Loan recovered as a result of the payment exercise of such right pro rata in accordance with each Lender's Pro Rata Percentage, and (iii) if any of them shall thereby through the exercise of any excess amountright of counterclaim, setoff, banker's lien or otherwise or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or rejection of a proportion of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by the Lender or holder, or any other amount payable hereunder which is greater than the proportion received by any other holder of the Revolving Credit Notes in respect of the aggregate amount of principal and interest due with respect to the Revolving Credit Notes held by it or any other amount payable hereunder that Lender or that holder of the Revolving Credit Notes receiving such proportionately greater payments shall (y) notify each other Lender and the Administrative Agent of such receipt and (z) purchase for cash, without recourse or warranty, participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the Revolving Credit Notes held by the other holders so that all such recoveries of principal and interest with respect to the Revolving Credit Notes shall be proportionate to their respective Pro Rata Percentages; provided, however, that if all or part of such proportionately greater payment received by such purchasing holder is thereafter recovered from such holder, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that holder to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement.
Appears in 1 contract
Samples: Loan Agreement (CSS Industries Inc)
