Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all payments by any Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rate.
Appears in 4 contracts
Samples: Loan Agreement (Hexcel Corp /De/), Credit Agreement (Hexcel Corp /De/), Credit Agreement (Globe Specialty Metals Inc)
Manner and Time of Payment. Except as expressly provided for herein and except with respect to All payments of principal of and interest on the Loans denominated in Alternative Currencyand Reimbursement Obligations and other Obligations (including, all payments by any Borrower of principal, interestwithout limitation, fees and expenses) which are payable to the Administrative Agent, the Arrangers or any other Obligations Lender shall be made without condition or reservation of right, in Dollars in same day immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent (or, in the case of Reimbursement Obligations, to the pertinent Arranger) not later than 12:00 Noon noon (New York City timetime or local time to the Principal Financial Center of the applicable currency, in the case of an Alternative Currency) on the date due and at the Funding and Payment Office place due, to such account of the Administrative Agent (or such Arranger) as it may designate, for the account of Lendersthe Administrative Agent, an Arranger, or such other Lender, as the case may be; and funds received by the Administrative Agent (or such Arranger), including, without limitation, funds in respect of any Loans to be made on that date, not later than 12:00 noon (New York time or local time to the Principal Financial Center of the applicable currency, in the case of an Alternative Currency) on any given Business Day shall be credited against payment to be made that day and funds received by the Administrative Agent (or such Arranger) after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided hereinAll payments shall be in Dollars except for payments of principal, all payments by any Borrower hereunder interest and fees on Alternative Currency Loans and Reimbursement Obligations with respect to principal and interest on Loans denominated in an Alternative Currency Letters of Credit, which shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at in the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than thereof. Payments actually received by the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders Lenders, or Issuing Lender hereunder that such Borrower will not make such paymentany of them, shall be paid to them by the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lenderpromptly after receipt thereof, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Ratefunds.
Appears in 4 contracts
Samples: Credit Agreement (Simon Property Group L P /De/), Credit Agreement (Simon Property Group L P /De/), Credit Agreement (Simon Property Group L P /De/)
Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all All payments by any Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower Borrowers on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments by any Each Borrower hereunder hereby authorizes Administrative Agent to charge its accounts with respect Administrative Agent in order to principal and interest on Loans denominated in an Alternative Currency shall cause timely payment to be made to Administrative AgentAgent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). Anything contained herein to the account contrary notwithstanding, Borrowers jointly and severally promise to repay all honored drawings under the Letters of Credit when due in accordance with the terms hereof and agree that, to the extent any Letters of Credit have not been returned and cancelled, on the Maturity Date (a) the unpaid principal amount of, and accrued interest on, any funded amounts under such Letters of Credit, (b) an amount equal to the maximum available amount that may at any time on or after such date be drawn under all such Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrowers, and any amounts so due and payable with respect to Letters of Credit shall be cash collateralized in an amount equal to 105% of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Ratethereof.
Appears in 2 contracts
Samples: Credit Agreement (Danielson Holding Corp), Credit Agreement (Covanta Energy Corp)
Manner and Time of Payment. Except as expressly provided for herein and except in the immediately succeeding sentence with respect to principal of UK Revolving Loans and interest on Loans denominated in Alternative Currencysubsection 2.7C or 2.8E, all payments by any Borrower of principal, interest, interest and fees hereunder and other Obligations under the Loans by Borrowers shall be made in Dollars in same day funds, without defense, setoff setoff, counterclaim or counterclaim, free of any restriction or condition, other deduction and in Same Day Funds and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Domestic Funding and Payment Office for the account of Lenders, in Dollars (except for payments in respect of the French Tranche C2 Term Loans, which shall be made in Euros); funds received by Administrative Agent after that the applicable time on such due date shall be deemed to have been paid by the applicable relevant Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all All payments by any Borrower hereunder with respect to principal and interest on UK Revolving Loans denominated in an Alternative Currency by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than the Applicable Time specified by Administrative Agent 12:00 noon (of which the applicable Borrower shall have received at least three (3) Business Days’ advance noticeLondon time) on the dates specified herein. Without limiting date due at the generality UK Funding and Payment Office for the account of the foregoingLenders, in Dollars; funds received by UK Administrative Agent may require that any payments due under this Agreement after the applicable time shall be made in deemed to have been paid by the United Statesrelevant Borrower on the next succeeding Business Day. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless UK Administrative Agent shall have distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received notice from a Borrower prior to such Lender’s UK Lending Office and shall transfer the date on which any payment is due remaining balance to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such distribution to all other Lenders. Company and each Borrower will not make such payment, hereby authorize Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the UK Administrative Agent to charge their accounts with Administrative Agent or the Lenders or Issuing LenderUK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing LenderUK Administrative Agent, as the case may be, severally agrees of all principal, interest and fees due hereunder (subject to repay to sufficient funds being available in its accounts for that purpose); provided that Administrative Agent forthwith on demand or the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to UK Administrative Agent, at as the Overnight Ratecase may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.
Appears in 2 contracts
Samples: Secured Credit Agreement (Owens Illinois Inc /De/), Secured Credit Agreement (Owens Illinois Group Inc)
Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all All payments by any Borrower of principal, interest, fees and other the Obligations shall be made in Dollars in same day fundswithout deduction, without defense, setoff or counterclaim, free of any restriction or condition, counterclaim and in same day funds and delivered to Administrative Agent not later than 12:00 Noon by wire transfer to the following account: First National Bank of Chicago Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 ABA No. 0000-0000-0 Account No. 0000000 Reference: Xxxxxx Corporate Finance Group for the benefit of Central Products Company or at such other place as Agent may direct from time to time by written notice to Borrower. Borrower shall receive credit for such funds on the date received if Borrower has given Agent telephonic notice by 10:00 A.M. (New York City Chicago, Illinois time) of the transfer of such funds and such funds are received by Agent by 1:00 P.M. (Chicago, Illinois time) on such day. In the date due at the Funding absence of timely notice and Payment Office for the account of Lenders; receipt, such funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect In order to principal and interest on Loans denominated in an Alternative Currency shall cause timely payment to be made to Administrative Agent of all Obligations as and when due, Borrower hereby authorizes and directs Agent, for at Agent's option, to debit the account Loan Account (by increasing the principal balance of the respective Lenders Revolving Loan, each Lender to which such payment is owed, at the applicable Funding and Payment Office share in such Alternative Currency and increase in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) accordance with its Pro Rata Share thereof, calculated based on the dates specified hereinRevolving Loan Commitments) when such Obligations become due, in which event payment would be credited on the date of such debit. Without limiting the generality of the foregoing, Administrative If Agent may require that pays an amount to any payments due Lender under this Agreement be made in the United States. Ifbelief or expectation that a related payment has been or will be received by Agent from Borrower or any other Loan Party and such related payment is not received by Agent, for then Agent will be entitled to recover such amount from Borrower or such Lender without setoff, counterclaim, or deduction of any reason, any Borrower is prohibited kind together with interest thereon from the date such amounts are paid by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which recovered at the Federal Funds Effective Rate. If Agent determines at any payment is due time that any amount received by Agent under this Agreement or any other Loan Document must be returned to Administrative Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement, Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, be required to distribute any portion thereof to the Lenders or Issuing any Lender, as the case may be, the amount due. In such eventaddition, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to Lender will repay to Administrative Agent forthwith on demand the any portion of such amount so that Agent has distributed to such Lender or Issuing Lender, in immediately available funds together with interest thereonat such rate, for each day from and including the date if any, as Agent is required to pay to Borrower or such amount is distributed to it to but excluding the date other Person, without set-off, counterclaim, or deduction of payment to Administrative Agent, at the Overnight Rateany kind.
Appears in 2 contracts
Samples: Credit Agreement (Spinnaker Industries Inc), Credit Agreement (Lynch Corp)
Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all All payments by any Borrower of principal, interest, fees and other Obligations hereunder and under the Notes shall be made in Dollars the currency of such Obligations, in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon 3:00 P.M. (New York City time) ), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, on the date due at the Funding and Payment Office for the account of Lenders; funds . Funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrower hereby authorizes Agent to request Daily Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided hereinthat Agent shall not have the right to request such Revolving Loans if, all payments by any Borrower hereunder with respect after giving effect to such Revolving Loans, (a) the aggregate outstanding principal and interest on amount of Revolving Loans denominated would exceed the Revolving Loan Commitments then in an Alternative Currency effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) available to Administrative Agent, for the account of the respective Lenders to which such payment is owedin same day funds, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds Office, not later than 1:00 P.M. (New York time) on the Applicable Time date requested by Agent, and Borrower and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding of any such Revolving Loans by Administrative Agent (Daily Funding Lender in accordance with the provisions of which the applicable this subsection 2.4C(i), Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of the foregoing, Administrative Agent may require that any payments due under this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the United Statesprovisions of subsection 2.1C(ii). If, for any reason, any Agent shall deliver prompt notice to Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative amount of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall have received give notice from a to Borrower prior to five days in advance of the date on which making of any payment is due to Administrative Agent such Revolving Loans for the account payment of the Lenders any amounts owed under subsection 10.2 together with copies of all invoices or Issuing Lender hereunder that other statements evidencing such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount dueamounts. In such eventaddition, if the applicable Borrower has not hereby authorizes Agent to charge its accounts with Agent in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees order to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of cause timely payment to Administrative Agentbe made to Agent of all principal, at the Overnight Rateinterest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).
Appears in 2 contracts
Samples: Credit Agreement (Joy Global Inc), Credit Agreement (Joy Global Inc)
Manner and Time of Payment. Except as expressly provided for herein and except in the immediately succeeding sentence with respect to principal of UK Loans and interest on Loans denominated in Alternative Currencysubsection 2.7C or 2.8E, all payments by any Borrower of principal, interest, interest and fees hereunder and other Obligations under the Loans by Borrowers shall be made in Dollars in same day funds, without defense, setoff setoff, counterclaim or counterclaim, free of any restriction or condition, other deduction and in Same Day Funds and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Domestic Funding and Payment Office for the account of Lenders, in Dollars; funds received by Administrative Agent after that the applicable time on such due date shall be deemed to have been paid by the applicable relevant Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all All payments by any Borrower hereunder with respect to principal and interest on UK Loans denominated in an Alternative Currency by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than the Applicable Time specified by Administrative Agent 12:00 noon (of which the applicable Borrower shall have received at least three (3) Business Days’ advance noticeLondon time) on the dates specified herein. Without limiting date due at the generality UK Funding and Payment Office for the account of the foregoingLenders, in Dollars; funds received by UK Administrative Agent may require that any payments due under this Agreement after the applicable time shall be made in deemed to have been paid by the United Statesrelevant Borrower on the next succeeding Business Day. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless UK Administrative Agent shall have distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received notice from a Borrower prior to such Lender's UK Lending Office and shall transfer the date on which any payment is due remaining balance to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such distribution to all other Lenders. Company and each Borrower will not make such payment, hereby authorize Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the UK Administrative Agent to charge their accounts with Administrative Agent or the Lenders or Issuing LenderUK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing LenderUK Administrative Agent, as the case may be, severally agrees of all principal, interest and fees due hereunder (subject to repay to sufficient funds being available in its accounts for that purpose); PROVIDED that Administrative Agent forthwith on demand or the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to UK Administrative Agent, at as the Overnight Ratecase may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.
Appears in 2 contracts
Samples: Quarterly Report, Secured Credit Agreement (Owens Illinois Inc /De/)
Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all All payments by any Borrower of principal, interestinterest and fees hereunder payable to Administrative Agent, fees and other Obligations Lenders or Designated Bid Lenders shall be made in Dollars in same day funds, without defense, setoff condition or reservation of right and free of set-off or counterclaim, free of any restriction or condition, in Dollars and delivered by wire transfer (pursuant to Administrative Agent Agent's written wire transfer instructions) of immediately available funds, to Administrative Agent, for the account of each Lender and Designated Bid Lender, not later than 12:00 Noon 11:00 a.m. (New York City San Francisco time) on the date due at the Funding due; and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due and date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect In order to principal and assure timely payment of interest on the Loans denominated in an Alternative Currency and fees pursuant to Section 2.5, Borrower hereby irrevocably authorizes Administrative Agent to directly debit Borrower's demand deposit account with Administrative Agent (Account No. 4233-040799) for payment when due of all such interest and fees payable to Lenders and Designated Bid Lenders. Written notice of the amount and purpose of any such direct debit shall be made given to Borrower by Administrative Agent not less than two (2) Business Days prior to its effective date; provided, however, that Administrative Agent's failure to give such notice shall not affect the validity of, or Borrower's authorization of, such debit. In the event any direct debit hereunder is returned for insufficient funds, Borrower shall, upon notice from Administrative Agent, for immediately deposit sufficient funds into said account to pay all interest, fees and other related charges due and owing to Lenders and Designated Bid Lenders; provided, however, that any such insufficiency of funds in said account shall not excuse or delay the account timely payment by Borrower of the respective Lenders to which full amount of such payment is owedinterest, at fees and related charges or relieve Borrower of its obligations under Section 2.4.5 in respect of any such insufficiency. The statement of the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified Loan Account provided by Administrative Agent (of which the applicable to Borrower shall have received at least three (3) Business Days’ advance notice) on show the amounts and dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Ratedirect debits.
Appears in 1 contract
Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all All payments by any Borrower Borrowers of principal, interest, fees and other DIP Obligations hereunder and under the Notes shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative DIP Agent not later than 12:00 Noon 1:00 p.m. (New York City time) on the date due at the Funding and Payment Office for the account of DIP Lenders; funds . Funds received by Administrative DIP Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower Borrowers on the next succeeding Business Day. Except as otherwise expressly In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrowers hereby authorize DIP Agent to request Daily Funding Lender to make Revolving DIP Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided hereinthat DIP Agent shall not have the right to request such Revolving DIP Loans if, after giving effect to such Revolving DIP Loans, (a) the aggregate outstanding principal amount of Revolving DIP Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving B DIP Loan Commitments would exceed the Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving DIP Loans available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date requested by DIP Agent, and Borrowers and DIP Lenders hereby authorize DIP Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving DIP Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrowers hereby agree that, upon the funding of any such Revolving DIP Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrowers shall have effected Revolving DIP Loans hereunder, which Revolving DIP Loans shall for all payments purposes of this Agreement be deemed to have been made by any Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrowers of the amount of Revolving DIP Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving DIP Loans. In addition, each Borrower hereunder hereby authorizes DIP Agent to charge its accounts with respect DIP Agent in order to principal and interest on Loans denominated in an Alternative Currency shall cause timely payment to be made to Administrative AgentDIP Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Ratepurpose).
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Farmland Industries Inc)
Manner and Time of Payment. Except In its sole discretion, Administrative Agent may charge interest and other amounts payable hereunder to the Revolving Loan, all as expressly set forth on Administrative Agent's books and records. Unless otherwise directed by Administrative Agent, all payments to Lenders hereunder shall be made by delivery thereof to Administrative Agent to the account specified below or, with respect to the Revolving Loan only, by delivery to Administrative Agent of all proceeds of Accounts or other Collateral deposited in the Blocked Accounts in accordance with Section 5.6 hereof, but subject to the terms of such subsection and the agreements governing the Blocked Accounts. If Administrative Agent elects to xxxx a Borrower for any amount due hereunder, such amount shall be immediately due and payable with interest thereon as provided for herein and herein. All payments made directly by a Borrower of the Obligations (except with respect to principal of and of, interest on and other amounts relating to Revolving Loans denominated in an Alternative Currency or other payments made or liability incurred by Lenders or Agents hereunder and denominated in an Alternative Currency, all payments by any Borrower of principal, interest, fees and other Obligations ) shall be made in Dollars in same day fundswithout deduction, without defense, setoff or counterclaim, free of any restriction or condition, counterclaim and in same day funds and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office by wire transfer to IBJSBTC for the credit to an account of Lenders; funds received designated by Administrative Agent after that as "The North Face, Inc. Loan Account" ("Administrative Agent's Account") or at such other place as Administrative Agent may direct from time on such due date shall be deemed to have been paid time by the applicable notice to a Borrower. All payments made directly by a Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect to the principal of, interest on, and interest on other amounts relating to Revolving Loans or any other Obligations denominated in an Alternative Currency shall be made in the Alternative Currency in which such Obligations were incurred, without deduction, defense, set off or counterclaim and in same day funding and delivered to Administrative Agent by wire transfer to Administrative Agent, for 's Account. Proceeds remitted from the account of Blocked Accounts or otherwise wire transferred to Administrative Agent's Account shall be credited to the respective Lenders to Obligations on the Business Day on which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in receives immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to in Administrative Agent, at the Overnight Rate's Account if received prior to 3:00 p.m. (New York time).
Appears in 1 contract
Samples: Loan Agreement (North Face Inc)
Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all (a) All payments by any Borrower of principal, interest, fees and other Obligations (other than as provided in clauses (b) and (c) below) on any Loans shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon 3:00 P.M. (New York City time) on the date due at the Domestic Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable such Borrower on the next succeeding Business Day. Except Each Borrower hereby authorizes Administrative Agent to charge its accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose);
(b) All payments by Offshore Borrower of principal of and interest on any Offshore Loans denominated in Euros shall be made in same day funds, in Euros, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Administrative Agent at its Offshore Funding and Payment Office not later than 3:00 P.M. (London time), on the date due; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day; and
(c) So long as otherwise expressly provided hereinno Event of Default or Potential Event of Default has occurred and is continuing, all payments by any Domestic Borrower hereunder with respect to of principal of and interest on Loans denominated in an Alternative Currency any Swing Line Loan shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Administrative Agent, for Swing Line Lender not later than 4:00 P.M. (New York City time) on the account of the respective Lenders to which such payment is owed, date due at the applicable Swing Line Funding and Payment Office in Office; funds received by Swing Line Lender after that time on such Alternative Currency and in Same Day Funds not later than the Applicable Time specified due date shall be deemed to have been paid by Administrative Agent (of which the applicable such Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified hereinnext succeeding Business Day. Without limiting the generality If an Event of the foregoingDefault or Potential Event of Default has occurred and is continuing, Administrative Agent may require that all payments by any payments due under this Agreement Domestic Borrower of principal of and interest on any Swing Line Loans shall be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rateclause (a) above.
Appears in 1 contract
Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all payments by any Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company the Borrowers shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rate.
Appears in 1 contract
Samples: Credit Agreement (Ferroglobe PLC)
Manner and Time of Payment. Except as expressly provided for herein All payments of principal, interest -------------------------- and except with respect fees hereunder payable to principal of and interest on Loans denominated in Alternative Currencythe Lender, including, without limitation, all payments by any Borrower of principalin connection with Revolving Credit Loans, interest, fees and other Obligations shall be made without condition or reservation or right, in Dollars and in same day immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent the Lender not later than 12:00 Noon 2:00 p.m. (New York City City, New York time) on the date due at the Funding and Payment Office for the due, to such account of Lenders; funds the Lender in Newark, New Jersey, as the Lender may designate. Funds received by Administrative Agent the Lender after that time on such due and date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except The Lender shall send a monthly and/or quarterly invoice, as otherwise expressly provided hereinapplicable, to the Borrower reflecting the accrued interest due and owing and all payments by fees due and owing hereunder. The Borrower hereby agrees that on the Business Day that any payment of principal, interest and fees are due, the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for initiate the account transfer of the respective Lenders to which such payment is owedto the Lender; provided, at however, if the applicable Funding and Payment Office in Borrower shall -------- ------- fail to initiate such Alternative Currency and in Same Day Funds not payment no later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any such payment is due and owing to Administrative Agent for the Lender, the Lender shall, and is hereby authorized by the Borrower to, automatically charge a demand deposit account of the Lenders or Issuing Borrower, which account shall be maintained with the Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to at all times throughout the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each term of the Lenders or Issuing Lender, as Revolving Credit Facility. The Borrower's authorization of the case may be, severally agrees Lender to repay to Administrative Agent forthwith charge such account having sufficient funds on demand deposit shall constitute payment of the amount so distributed authorized notwithstanding the Lender's failure to charge said account. Any failure or delay by the Lender in submitting invoices for interest and fee payments shall not discharge or relieve the Borrower of the obligation to make such Lender payments into the demand deposit account or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date to initiate any such amount is distributed to it to but excluding the date transfer of payment to Administrative Agent, at the Overnight Ratepayment.
Appears in 1 contract
Samples: Revolving Credit Loan Agreement (Saga Systems Inc /De/)
Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all (a) All payments by any Borrower of principal, interest, fees and other Obligations (other than as provided in clauses (b) and (c) below) on any Loans shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon 3:00 P.M. (New York City time) on the date due at the Domestic Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable such Borrower on the next succeeding Business Day. Except Each Borrower hereby authorizes Administrative Agent to charge its accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose);
(b) All payments by Offshore Borrower of principal of and interest on any Offshore Revolving Loans, Additional Offshore Revolving Loans or New Term Loans denominated in an Offshore Currency shall be made in same day funds, in such Offshore Currency, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Administrative Agent at its Offshore Funding and Payment Office not later than 3:00 P.M. (London time), on the date due; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day; and
(c) So long as otherwise expressly provided hereinno Event of Default or Potential Event of Default has occurred and is continuing, all payments by any Domestic Borrower hereunder with respect to of principal of and interest on Loans denominated in an Alternative Currency any Swing Line Loan shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Administrative Agent, for Swing Line Lender not later than 4:00 P.M. (New York City time) on the account of the respective Lenders to which such payment is owed, date due at the applicable Swing Line Funding and Payment Office in Office; funds received by Swing Line Lender after that time on such Alternative Currency and in Same Day Funds not later than the Applicable Time specified due date shall be deemed to have been paid by Administrative Agent (of which the applicable such Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified hereinnext succeeding Business Day. Without limiting the generality If an Event of the foregoingDefault or Potential Event of Default has occurred and is continuing, Administrative Agent may require that all payments by any payments due under this Agreement Domestic Borrower of principal of and interest on any Swing Line Loans shall be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rateclause (a) above.
Appears in 1 contract
Manner and Time of Payment. Except as expressly provided for herein and except with respect to All payments of principal of and interest on the Loans denominated in Alternative Currencyand Reimbursement Obligations and other Obligations (including, all payments by any Borrower of principal, interestwithout limitation, fees and expenses) which are payable to the Payment and Disbursement Agent, the Arrangers or any other Obligations Lender shall be made without condition or reservation of right, in Dollars in same day immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative the Payment and Disbursement Agent (or, in the case of Reimbursement Obligations, to the pertinent Arranger) not later than 12:00 Noon noon (New York City timetime or local time to the principal financial center of the Alternative Currency) on the date due and at the Funding place due, to such account of the Payment and Payment Office Disbursement Agent (or such Arranger) as it may designate, for the account of Lendersthe Payment and Disbursement Agent, an Arranger, or such other Lender, as the case may be; and funds received by Administrative the Payment and Disbursement Agent (or such Arranger), including, without limitation, funds in respect of any Loans to be made on that date, not later than 12:00 noon (New York time or local time to the principal financial center of the Alternative Currency) on any given Business Day shall be credited against payment to be made that day and funds received by the Payment and Disbursement Agent (or such Arranger) after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all All payments by any Borrower hereunder with respect to shall be in Dollars except for payments of principal and interest on Loans denominated in an Alternative Currency Loans and Reimbursement Obligations with respect to Alternative Currency Letters of Credit, which shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at in the applicable Funding and Payment Office in such Alternative Currency thereof. Payments actually received by the Payment and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Disbursement Agent for the account of the Lenders Lenders, or Issuing Lender hereunder that such Borrower will not make such paymentany of them, Administrative shall be paid to them by the Payment and Disbursement Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lenderpromptly after receipt thereof, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Ratefunds.
Appears in 1 contract
Manner and Time of Payment. Except In its sole discretion, Collateral Agent may charge interest and other amounts payable hereunder to the Revolving Loan, all as expressly set forth on Collateral Agent's books and records. If Collateral Agent elects to bill Xxxrower for any amount due hereunder, such amount shall be immediately due and payable with interest thereon as provided for herein and except herein. All payments made by Borrower with respect to principal of and interest on Loans denominated in Alternative Currency, all payments by any Borrower of principal, interest, fees and other the Obligations shall be made in Dollars in same day fundswithout deduction, without defense, setoff or counterclaim. All payments hereunder shall, free of unless otherwise directed by Collateral Agent, be made to Agent's Account or in accordance with subsection 5.6. Proceeds received in immediately available federal funds in Agent's Account at or before 2:00 p.m. Central time on any restriction or condition, and delivered Business Day shall be credited to Administrative Agent not later than 12:00 Noon (New York City time) the Obligations for all purposes on the date due at the Funding and Payment Office for the account of Lenderssame Business Day on which such proceeds were received; funds proceeds received by Administrative Agent after that such time on such due date shall will be deemed to have been paid by the applicable Borrower credited on the next succeeding Business DayDay thereafter. Except Notwithstanding the foregoing, so long as otherwise expressly provided hereinno Default or Event of Default is then in existence, if all payments Revolving Loans outstanding at the time of receipt of any such proceeds in Agent's Account are LIBOR Loans, then Borrower may direct that such proceeds be held by any Collateral Agent in a non-interest bearing cash collateral account maintained by Collateral Agent until the earliest to occur of (1) receipt by Collateral Agent of a direction by Borrower hereunder with respect for the disbursement of such proceeds by Collateral Agent, (2) the expiration of an Interest Period relating to principal and interest on Loans denominated LIBOR Revolving Loans, in an Alternative Currency which case such proceeds shall be made applied to Administrative Agent, for the account payment of principal of the respective Lenders to which such payment is owedapplicable LIBOR Revolving Loans, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance noticethe existence of outstanding Obligations in respect of Base Rate Revolving Loans, in which case such proceeds shall be applied to the payment of principal of such Base Rate Revolving Loans or (4) on the dates specified herein. Without limiting the generality a Default or an Event of the foregoingDefault, Administrative Agent may require that any payments due under this Agreement in which case such proceeds shall be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative applied as Collateral Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Ratedetermine.
Appears in 1 contract
Samples: Loan and Security Agreement (Thorn Apple Valley Inc)
Manner and Time of Payment. Except as expressly provided for herein and except with respect to All payments of principal of and interest on the Loans denominated in Alternative Currencyand Reimbursement Obligations and other Obligations (including, all payments by any Borrower of principal, interestwithout limitation, fees and other Obligations expenses) which are payable to the Administrative Agent, the Lenders or the Issuing Bank shall be made without condition or reservation of right, in Dollars in same day immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent (or, in the case of Reimbursement Obligations, to the pertinent Issuing Bank) not later than 12:00 Noon 1:00 p.m. (New York City time) to the Domestic Concentration Account (or, in the case of Reimbursement Obligations, such account of the Issuing Bank as it may designate), with respect to payments under the Domestic Facility, and 4:00 p.m. (London time) to the Multicurrency Concentration Account for the relevant Specified Foreign Currency (or, in the case of Reimbursement Obligations, such account of the Issuing Bank as it may designate), with respect to payments under the Multicurrency Facility, on the date due. Thereafter, payments in respect of any Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Bank, payments in respect of any Overdraft Loans received by the Administrative Agent shall be distributed to the Overdraft Line Bank, and payments in respect of any Revolving Loan received by the Administrative Agent shall be distributed to each Lender under the applicable Credit Facility in accordance with its Pro Rata Share of such Credit Facility (without giving effect to any adjustment of such Pro Rata Share in connection with a substantially simultaneous reallocation or reduction of the Commitment under the Domestic Credit Facility, in the case of payments to the Domestic Lenders) in accordance with the provisions of SECTION 3.02(b) on the date due at received, if received prior to 1:00 p.m. (New York time) with respect to Domestic Obligations and prior to 4:00 p.m. (London time) with respect to Multicurrency Obligations, and (except in the Funding case of repayment of Swing Loans and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower Overdraft Loans) on the next succeeding Business Day. Except as otherwise expressly provided hereinDay if received thereafter, all payments by any Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rate.
Appears in 1 contract
Samples: Credit Agreement (Hyster Overseas Capital Corp LLC)
Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all payments by any Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, (i) Administrative Agent may require that any payments due under this Agreement be made in the United StatesStates (ii) no Borrower shall make or be required to make, nor shall Administrative Agent or any Lender accept, any payment of interest hereunder in a Non-Cooperative Jurisdiction. It is understood that Company shall inform Administrative Agent as soon as practicable but in any event within fifteen (15) days before the date on which a payment is due under this Agreement where clause (ii) above applies and request the transfer of the Administrative Agent’s duties under this Agreement to an Affiliate which is not incorporated, domiciled, established or acting through an office situated in a Non-Cooperative Jurisdiction. On an annual basis, Company shall inform Administrative Agent of the list of states or territories which are considered as part of a Non-Cooperative Jurisdiction by the French tax authorities within thirty (30) days of the publication of such list. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rate.
Appears in 1 contract
Samples: Credit Agreement (Hexcel Corp /De/)
Manner and Time of Payment. Except as expressly provided for herein and except in the immediately succeeding sentence with respect to principal of UK Revolving Loans and interest on Loans denominated in Alternative Currencysubsection 2.7C or 2.8E, all payments by any Borrower of principal, interest, interest and fees hereunder and other Obligations under the Loans by Borrowers shall be made in Dollars in same day funds, without defense, setoff setoff, counterclaim or counterclaim, free of any restriction or condition, other deduction and in Same Day Funds and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Domestic Funding and Payment Office for the account of Lenders, in Dollars; funds received by Administrative Agent after that the applicable time on such due date shall be deemed to have been paid by the applicable relevant Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all All payments by any Borrower hereunder with respect to principal and interest on UK Revolving Loans denominated in an Alternative Currency by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than the Applicable Time specified by Administrative Agent 12:00 noon (of which the applicable Borrower shall have received at least three (3) Business Days’ advance noticeLondon time) on the dates specified herein. Without limiting date due at the generality UK Funding and Payment Office for the account of the foregoingLenders, in Dollars; funds received by UK Administrative Agent may require that any payments due under this Agreement after the applicable time shall be made in deemed to have been paid by the United Statesrelevant Borrower on the next succeeding Business Day. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless UK Administrative Agent shall have distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received notice from a Borrower prior to such Lender's UK Lending Office and shall transfer the date on which any payment is due remaining balance to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such distribution to all other Lenders. Company and each Borrower will not make such payment, hereby authorize Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the UK Administrative Agent to charge their accounts with Administrative Agent or the Lenders or Issuing LenderUK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing LenderUK Administrative Agent, as the case may be, severally agrees of all principal, interest and fees due hereunder (subject to repay to sufficient funds being available in its accounts for that purpose); provided that Administrative Agent forthwith on demand or the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to UK Administrative Agent, at as the Overnight Ratecase may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.
Appears in 1 contract
Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal (i) All payments of and interest on Loans denominated in Alternative Currency, all payments by any Borrower of -------------------------- principal, interest, Reimbursement Obligations and fees and other Obligations hereunder or any Letter of Credit payable to the Lenders shall be made without condition or reservation of right, in Dollars and in same day immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent at the Administrative Agent's Payment Office not later than 12:00 Noon 1:00 p.m. (New York City time) on the date due at the Funding due; and Payment Office for the account of Lenders; funds received by the Administrative Agent after that time on such due and date shall be deemed to have been paid and received by the applicable Borrower Administrative Agent on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments Payments actually received by any Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, Agent for the account of the respective Lenders shall be paid to which such payment is owed, at them promptly in like funds after receipt thereof by the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than Administrative Agent.
(ii) Unless the Applicable Time specified by Administrative Agent (of which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a the Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such the Borrower will not make such paymentpayment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date in accordance herewith date, and the Administrative Agent may, in reliance upon such assumption, distribute cause to be distributed to each Lender on such due date an amount equal to the Lenders or Issuing amount then due such Lender, as . If and to the case may be, extent the amount due. In such event, if the applicable Borrower has shall not in fact have so made such paymentpayment in full to the Administrative Agent, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to Lender shall repay to the Administrative Agent forthwith on demand the excess of the amount so distributed to such Lender or Issuing over the amount, if any, paid by the Borrower for the account of such Lender, in immediately available funds together with interest thereonthereon at the Federal Funds Rate, for each day from and including the date such amount is distributed to it to but excluding such Lender until the date of such Lender repays such amount to the Administrative Agent; provided, however, that if any Lender shall -------- ------- fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Administrative Agent, pay interest thereon at a rate per annum equal to the Overnight Base Rate.
Appears in 1 contract