Payments and Computations; Protective Advances. (a) The Borrower shall make each payment hereunder (including fees and expenses) not later than 11:00 A.M. (New York City time) (provided, however, that repayments of Swing Loans shall be made not later than 4:00 P.M. (New York City time)) on the day when due, in Dollars, to the Administrative Agent at its address referred to in Section 11.8 in immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.14(c), 2.14(e), 2.15 or 2.16 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be received on the next Business Day. (b) All computations of interest and fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent. (e) Subject to the provisions of clause (f) of this Section 2.13 and (except as otherwise provided in Section 2.9), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced to the Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; second, to pay all other Obligations owing by the Borrower then due and payable; and third, as the Borrower so designate. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto, and, if to the Lenders, in proportion to their respective Ratable Portions. (f) After the occurrence and during the continuance of an Event of Default, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations owing by the Borrower and any proceeds of Collateral of the Borrower, and agrees that the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2, apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account (including all proceeds arising in connection with a Reinstatement Date that are held in the Cash Collateral Account pending application of such proceeds as specified in Section 2.9(a)) and all other proceeds of Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any Swing Loan; (iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent; (iv) fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers; (v) fifth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; (vi) sixth, to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations; (vii) seventh, to pay or prepay principal payments on the Revolving Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3, and to pay Obligations owing to the Administrative Agent with respect to cash management services in connection with Approved Deposit Accounts, Cash Collateral Accounts, and any other collection, disbursement or payroll account, ratably to the aggregate principal amount of such Revolving Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts and amounts due in respect of such cash management services; (viii) eighth, to the ratable payment of all Obligations owing to any Lender or any Affiliate of a Lender with respect to Hedging Contracts; and (ix) ninth, to the ratable payment of all other Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligations (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s and each Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth of this Section 2.13(f) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer, or any other Person. The order of priority set forth in clauses first through fifth of this Section 2.13(f) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders. (g) All payments of Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans of the Borrower and all expenses, disbursements and advances incurred by the Administrative Agent pursuant to the Loan Documents after the occurrence and during the continuance of an Event of Default which the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral of the Borrower or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Obligations owing by the Borrower may, at the option of the Administrative Agent, be paid from the proceeds of Swing
Appears in 1 contract
Payments and Computations; Protective Advances. (a) The Borrower Borrowers shall make each payment hereunder (including fees and expenses) not later than 11:00 A.M. (New York City time) (provided, however, that repayments of Swing Loans shall be made not later than 4:00 P.M. (New York City time)) on the day when due, in Dollars, to the Administrative Agent at its address referred to in Section 11.8 in immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.14(c), 2.14(e), 2.15 or 2.16 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods.
(d) Unless the Administrative Agent shall have received notice from the Borrower Borrowers to the Lenders prior to the date on which any payment is due hereunder that the Borrower Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower Borrowers shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.
(e) Subject to the provisions of clause (f) of this Section 2.13 and (except as otherwise provided in Section 2.9), all payments and any other amounts received by the Administrative Agent from or for the benefit of the any Borrower shall be applied first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced to the such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the such Borrower; second, to pay all other Obligations owing by the such Borrower then due and payable; and third, as the such Borrower so designate. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender’s 's Ratable Portion of the Revolving Credit Commitments; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto, and, if to the Lenders, in proportion to their respective Ratable Portions.
(f) After the occurrence and during the continuance of an Event of Default, the each Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations owing by the such Borrower and any proceeds of Collateral of the such Borrower, and agrees that the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2, apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account (including all proceeds arising in connection with a Reinstatement Date that are held in the Cash Collateral Account pending application of such proceeds as specified in Section 2.9(a)) and all other proceeds of Collateral in the following order:
(i) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerBorrowers;
(ii) second, to pay interest on and then principal of any Swing Loan;
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent;
(iv) fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers;
(v) fifth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers;
(vi) sixth, to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations;
(vii) seventh, to pay or prepay principal payments on the Revolving Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3, and to pay Obligations owing to the Administrative Agent with respect to cash management services in connection with Approved Deposit Accounts, Cash Collateral Accounts, and any other collection, disbursement or payroll account, ratably to the aggregate principal amount of such Revolving Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts and amounts due in respect of such cash management services;
(viii) eighth, to the ratable payment of all Obligations owing to any Lender or any Affiliate of a Lender with respect to Hedging Contracts; and
(ix) ninth, to the ratable payment of all other Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligations (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s 's and each Lender’s 's or Issuer’s 's interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth of this Section 2.13(f) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer, or any other Person. The order of priority set forth in clauses first through fifth of this Section 2.13(f) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders.
(g) All payments of Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans of the any Borrower and all expenses, disbursements and advances incurred by the Administrative Agent pursuant to the Loan Documents after the occurrence and during the continuance of an Event of Default which the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral of the such Borrower or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Obligations owing by the such Borrower may, at the option of the Administrative Agent, be paid from the proceeds of Swing
Appears in 1 contract
Payments and Computations; Protective Advances. (a) The Borrower shall make each payment hereunder (including fees and expenses) not later than 11:00 A.M. (New York City time) (provided, however, that repayments of Swing Loans shall be made not later than 4:00 P.M. (New York City time)) on the day when due, in Dollars, to the Administrative Agent at its address referred to in Section 11.8 in immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.14(c), 2.14(e), 2.15 or 2.16 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and fees shall be made by the Administrative Agent Lender on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(cb) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods.
(d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.
(ec) Subject to the provisions of clause (fSection 2.11(d) of this Section 2.13 and (except as otherwise provided in Section 2.8 or 2.9), all payments and any other amounts received by the Administrative Agent Lender from or for the benefit of the Borrower shall be applied applied: first, to pay repay the then outstanding principal amount of and interest on any portion of the such Loans which the Administrative Agent may (including Reimbursement Obligations that are deemed Loans in accordance with Section 2.4(f)) until all Loans shall have advanced to the Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerrepaid in full; second, to pay all any other Obligations owing by the Borrower then due and payable; and third, as the Borrower so designate. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed subject to the Swing Loan Lender; payments discretion of Borrower as set forth in respect of Revolving Loans received by Section 7.9(a), to provide cash collateral for all outstanding Credit Enhancement Obligations in the Administrative Agent shall be distributed to each Lender manner set forth in accordance with Section 7.9(a) until all such Lender’s Ratable Portion of Credit Enhancement Obligations have been fully cash collateralized in the Revolving Credit Commitments; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto, and, if to the Lenders, in proportion to their respective Ratable Portionsmanner set forth therein.
(fd) After the occurrence and during the continuance of an Event of Default, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations owing by the Borrower and any proceeds of Collateral of the Borrower, and agrees that the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders Lender or (B) the acceleration of the Obligations pursuant to Section 9.2, apply all payments in respect of any Obligations and Obligations, all funds on deposit in any Cash Collateral Account (including Approved Deposit Account, all proceeds arising in connection with a Reinstatement Date that are held funds on deposit in the Cash Collateral Account pending application of such proceeds as specified in Section 2.9(a)) Accounts and all other proceeds of Collateral shall be applied in the following order:
(i) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;
(ii) second, to pay interest on and then principal of any Swing Loan;
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent;
(iv) fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the IssuersLender;
(vii) fifthsecond, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the IssuersLender under Section 2.10(a);
(viiii) sixththird, to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations;
(viiiv) seventhfourth, to pay or prepay principal payments on the Revolving Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts Enhancement Contingent Liabilities in the manner described in Section 9.3, and to pay Obligations owing to the Administrative Agent with respect to cash management services in connection with Approved Deposit Accounts, Cash Collateral Accounts, and any other collection, disbursement or payroll account, ratably to the aggregate principal amount of such Revolving Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts and amounts due in respect of such cash management services;
(viii) eighth, to the ratable payment of all Obligations owing to any Lender or any Affiliate of a Lender with respect to Hedging Contracts7.9(a); and
(ixv) ninthfifth, to the ratable payment of all other Obligations; provided.
(e) Notwithstanding anything to the contrary set forth herein, however, that if sufficient funds are not available to fund all payments to be made in respect repayments of any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligations (unless otherwise specified in such clause) Loans shall be allocated applied first to the payment repay any portion of such Obligations ratably, based on the proportion of the Administrative Agent’s and each Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth of this Section 2.13(f) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party Loans that is not a Lender or Issuersecured by Collateral under the Amended and Restated Pledge and Security Agreement and then to repay the portion of such Loans that is secured by Collateral thereunder, or any other Personit being the parties' intent that the portion of such Loans last remaining unpaid shall be secured thereby. The order of priority set forth in clauses first through fifth of this Section 2.13(f) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders.
(g) All payments of Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans of the Borrower and all expenses, disbursements and advances incurred by the Administrative Agent pursuant to the Loan Documents after the occurrence and during the continuance of an Event of Default which the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral of the Borrower or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Obligations owing by the Borrower may, at the option of the Administrative Agent, be paid from the proceeds of SwingARTICLE III
Appears in 1 contract
Samples: Revolving Credit Agreement (Union Carbide Corp /New/)
Payments and Computations; Protective Advances. (a) The Borrower Borrowers shall make each payment hereunder (including fees and expenses) not later than 11:00 A.M. (New York City time) (provided, however, that repayments of Swing Loans shall be made not later than 4:00 P.M. (New York City time)) on the day when due, in Dollars, to the Administrative Agent at its address referred to in Section 11.8 in immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.14(c), 2.14(e), 2.15 or 2.16 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods.
(d) Unless the Administrative Agent shall have received notice from the Borrower Borrowers to the Lenders prior to the date on which any payment is due hereunder that the Borrower Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower Borrowers shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.
(e) Subject to the provisions of clause (f) of this Section 2.13 and (except as otherwise provided in Section 2.9), all payments and any other amounts received by the Administrative Agent from or for the benefit of the any Borrower shall be applied first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced to the such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the such Borrower; second, to pay all other Obligations owing by the such Borrower then due and payable; and third, as the such Borrower so designate. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto, and, if to the Lenders, in proportion to their respective Ratable Portions.
(f) After the occurrence and during the continuance of an Event of Default, the each Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations owing by the such Borrower and any proceeds of Collateral of the such Borrower, and agrees that the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2, apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account (including all proceeds arising in connection with a Reinstatement Date that are held in the Cash Collateral Account pending application of such proceeds as specified in Section 2.9(a)) and all other proceeds of Collateral in the following order:
(i) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerBorrowers;
(ii) second, to pay interest on and then principal of any Swing Loan;
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent;
(iv) fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers;
(v) fifth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers;
(vi) sixth, to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations;
(vii) seventh, to pay or prepay principal payments on the Revolving Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3, and to pay Obligations owing to the Administrative Agent with respect to cash management services in connection with Approved Deposit Accounts, Cash Collateral Accounts, and any other collection, disbursement or payroll account, ratably to the aggregate principal amount of such Revolving Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts and amounts due in respect of such cash management services;
(viii) eighth, to the ratable payment of all Obligations owing to any Lender or any Affiliate of a Lender with respect to Hedging Contracts; and
(ix) ninth, to the ratable payment of all other Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligations (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s and each Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth of this Section 2.13(f) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer, or any other Person. The order of priority set forth in clauses first through fifth of this Section 2.13(f) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders.
(g) All payments of Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans of the any Borrower and all expenses, disbursements and advances incurred by the Administrative Agent pursuant to the Loan Documents after the occurrence and during the continuance of an Event of Default which the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral of the such Borrower or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Obligations owing by the such Borrower may, at the option of the Administrative Agent, be paid from the proceeds of Swing
Appears in 1 contract
Payments and Computations; Protective Advances. (a) The Borrower shall make each payment hereunder (including fees and expenses) not later than 11:00 A.M. (New York City time) (provided, however, that repayments of Swing Loans shall be made not later than 4:00 P.M. (New York City time)) on the day when due, in Dollars, to the Administrative Agent at its address referred to in Section 11.8 in immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.14(c), 2.14(e), 2.15 or 2.16 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and fees shall be made by the Administrative Agent Lender on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(cb) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods.
(d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.
(ec) Subject to the provisions of clause (fSection 2.11(d) of this Section 2.13 and (except as otherwise provided in Section 2.8 or 2.9), all payments and any other amounts received by the Administrative Agent Lender from or for the benefit of the Borrower shall be applied applied: first, to pay repay the then outstanding principal amount of and interest on any portion of the such Loans which the Administrative Agent may (including Reimbursement Obligations that are deemed Loans in accordance with Section 2.4(f)) until all Loans shall have advanced to the Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerrepaid in full; second, to pay all any other Obligations owing by the Borrower then due and payable; and third, as the Borrower so designate. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed subject to the Swing Loan Lender; payments discretion of Borrower as set forth in respect of Revolving Loans received by Section 7.9(a), to provide cash collateral for all outstanding Credit Enhancement Obligations in the Administrative Agent shall be distributed to each Lender manner set forth in accordance with Section 7.9(a) until all such Lender’s Ratable Portion of Credit Enhancement Obligations have been fully cash collateralized in the Revolving Credit Commitments; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto, and, if to the Lenders, in proportion to their respective Ratable Portionsmanner set forth therein.
(fd) After the occurrence and during the continuance of an Event of Default, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations owing by the Borrower and any proceeds of Collateral of the Borrower, and agrees that the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders Lender or (B) the acceleration of the Obligations pursuant to Section 9.2, apply all payments in respect of any Obligations and Obligations, all funds on deposit in any Cash Collateral Account (including Approved Deposit Account, all proceeds arising in connection with a Reinstatement Date that are held funds on deposit in the Cash Collateral Account pending application of such proceeds as specified in Section 2.9(a)) Accounts and all other proceeds of Collateral shall be applied in the following order:
(i) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;
(ii) second, to pay interest on and then principal of any Swing Loan;
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent;
(iv) fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the IssuersLender;
(vii) fifthsecond, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the IssuersLender under Section 2.10(a);
(viiii) sixththird, to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations;
(viiiv) seventhfourth, to pay or prepay principal payments on the Revolving Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts Enhancement Contingent Liabilities in the manner described in Section 9.3, and to pay Obligations owing to the Administrative Agent with respect to cash management services in connection with Approved Deposit Accounts, Cash Collateral Accounts, and any other collection, disbursement or payroll account, ratably to the aggregate principal amount of such Revolving Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts and amounts due in respect of such cash management services;
(viii) eighth, to the ratable payment of all Obligations owing to any Lender or any Affiliate of a Lender with respect to Hedging Contracts7.9(a); and
(ixv) ninthfifth, to the ratable payment of all other Obligations; provided.
(e) Notwithstanding anything to the contrary set forth herein, however, that if sufficient funds are not available to fund all payments to be made in respect repayments of any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligations (unless otherwise specified in such clause) Loans shall be allocated applied first to the payment repay any portion of such Obligations ratably, based on the proportion of the Administrative Agent’s and each Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth of this Section 2.13(f) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party Loans that is not a Lender or Issuersecured by Collateral under the Amended and Restated Pledge and Security Agreement and then to repay the portion of such Loans that is secured by Collateral thereunder, or any other Person. The order it being the parties’ intent that the portion of priority set forth in clauses first through fifth of this Section 2.13(f) may such Loans last remaining unpaid shall be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenderssecured thereby.
(g) All payments of Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans of the Borrower and all expenses, disbursements and advances incurred by the Administrative Agent pursuant to the Loan Documents after the occurrence and during the continuance of an Event of Default which the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral of the Borrower or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Obligations owing by the Borrower may, at the option of the Administrative Agent, be paid from the proceeds of Swing
Appears in 1 contract
Samples: Revolving Credit Agreement (Union Carbide Corp /New/)
Payments and Computations; Protective Advances. (a) The Borrower shall make each payment hereunder (including fees and expenses) not later than 11:00 A.M. (New York City time) (provided, however, that repayments of Swing Loans shall be made not later than 4:00 P.M. (New York City time)) on the day when due, in Dollars, to the Administrative Agent at its address referred to in Section 11.8 in immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.14(c), 2.14(e), 2.15 or 2.16 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and fees shall be made by the Administrative Agent Lender on the basis of a year of 360 36 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(cb) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods.
(d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.
(ec) Subject to the provisions of clause (fSection 2.11(d) of this Section 2.13 and (except as otherwise provided in Section 2.8 or 2.9), all payments and any other amounts received by the Administrative Agent Lender from or for the benefit of the Borrower shall be applied applied: first, to pay repay the then outstanding principal amount of and interest on any portion of the Loans which the Administrative Agent may until all Loans shall have advanced to the Borrower pursuant to the express provisions of this Agreement on behalf of any Lenderbeen repaid in full, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; second, to pay repay Reimbursement Obligations until such Reimbursement Obligations are paid in full, third, to provide cash collateral for any outstanding Credit Enhancement Contingent Liabilities in the manner set forth in Section 9.3 until all such Credit Enhancement Contingent Liabilities have been fully cash collateralized in the manner set forth therein, and fourth, to any other Obligations owing by the Borrower then due and payable; and third, as the Borrower so designate. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto, and, if to the Lenders, in proportion to their respective Ratable Portions.
(fd) After the occurrence and during the continuance of an Event of Default, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations owing by the Borrower and any proceeds of Collateral of the Borrower, and agrees that the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders Lender or (B) the acceleration of the Obligations pursuant to Section 9.2, apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Approved Deposit Account (including all proceeds arising in connection with a Reinstatement Date that are held in the Cash Collateral Account pending application of such proceeds as specified in Section 2.9(a)) and all other proceeds of Collateral shall be applied in the following order:
(i) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;
(ii) second, to pay interest on and then principal of any Swing Loan;
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent;
(iv) fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the IssuersLender;
(vii) fifthsecond, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the IssuersLender under Section 2.10(a);
(viiii) sixththird, to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations;
(viiiv) seventhfourth, to pay or prepay principal payments on the Revolving Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts Enhancement Contingent Liabilities in the manner described in Section 9.3, and to pay Obligations owing to the Administrative Agent with respect to cash management services in connection with Approved Deposit Accounts, Cash Collateral Accounts, and any other collection, disbursement or payroll account, ratably to the aggregate principal amount of such Revolving Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts and amounts due in respect of such cash management services;
(viii) eighth, to the ratable payment of all Obligations owing to any Lender or any Affiliate of a Lender with respect to Hedging Contracts; and
(ixv) ninthfifth, to the ratable payment of all other Obligations; provided.
(e) Notwithstanding anything to the contrary set forth herein, however, that if sufficient funds are not available to fund all payments to be made in respect repayments of any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligations (unless otherwise specified in such clause) Loans shall be allocated applied first to the payment repay any portion of such Obligations ratably, based on the proportion of the Administrative Agent’s and each Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth of this Section 2.13(f) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party Loans that is not a Lender or Issuersecured by Collateral under the Pledge and Security Agreement and then to repay the portion of such Loans that is secured by Collateral thereunder, or any other Person. The order it being the parties' intent that the portion of priority set forth in clauses first through fifth of this Section 2.13(f) may such Loans last remaining unpaid shall be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenderssecured thereby.
(g) All payments of Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans of the Borrower and all expenses, disbursements and advances incurred by the Administrative Agent pursuant to the Loan Documents after the occurrence and during the continuance of an Event of Default which the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral of the Borrower or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Obligations owing by the Borrower may, at the option of the Administrative Agent, be paid from the proceeds of Swing
Appears in 1 contract
Samples: Revolving Credit Agreement (Union Carbide Corp /New/)
Payments and Computations; Protective Advances. (a) The Borrower shall make each payment hereunder (including fees and expenses) not later than 11:00 A.M. (New York City time) (provided, however, that repayments of Swing Loans shall be made not later than 4:00 P.M. (New York City time)) on the day when due, in Dollars, to the Administrative Agent at its address referred to in Section SECTION 11.8 in immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses CLAUSES (eE) and (fF) of this Section SECTION 2.13, as applicable, for the account of their respective Applicable Lending Offices; providedPROVIDED, howeverHOWEVER, that amounts payable pursuant to Section 2.14(cSECTION 2.14(C), 2.14(e2.14(E), 2.15 or 2.16 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of (i) 365 days (in the case of Base Rate Loans and fees) and (y) 360 daysdays (in the case of Eurodollar Rate Loans), and in each case case, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; providedPROVIDED, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods.
(d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.
(e) Subject to the provisions of clause CLAUSE (fF) of this Section SECTION 2.13 and (except as otherwise provided in Section SECTION 2.9), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied firstFIRST, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced to the Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; secondSECOND, to pay all other Obligations owing by the Borrower then due and payable; and thirdTHIRD, as the Borrower so designatedesignates. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender’s 's Ratable Portion of the Revolving Credit CommitmentsPortion; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto, and, if to the Lenders, in proportion to their respective Ratable Portions.
(f) After the occurrence and during the continuance of an Event of Default, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations owing by the Borrower and any proceeds of Collateral of the BorrowerCollateral, and agrees that the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2SECTION 9.1, apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account (including all proceeds arising in connection with a Reinstatement Date that are held in the Cash Collateral Account pending application of such proceeds as specified in Section 2.9(a)) and all other proceeds of Collateral in the following order:
(i) firstFIRST, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;
(ii) secondSECOND, to pay interest on and then principal of any Swing Loan;
(iii) thirdTHIRD, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent;
(iv) fourthFOURTH, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers;
(v) fifthFIFTH, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers;
(vi) sixthSIXTH, to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations;
(vii) seventhSEVENTH, to pay or prepay principal payments on the Revolving Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section SECTION 9.3, and to pay Obligations owing to the Administrative Agent with respect to cash management services in connection with Approved Deposit Accounts, Cash Collateral Accounts, and any other collection, disbursement or payroll account, ratably to the aggregate principal amount of such Revolving Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts Amounts, and amounts due in respect of such cash management services;
(viii) eighth, to the ratable payment of all Obligations owing to any Lender or any Affiliate of a Lender with respect to Hedging Contracts; and
(ixviii) ninthEIGHTH, to the ratable payment of all other Obligations; providedPROVIDED, howeverHOWEVER, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first FIRST through eighthEIGHTH, the available funds being applied with respect to any such Obligations Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s 's and each Lender’s 's or Issuer’s 's interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first FIRST through eighth EIGHTH of this Section 2.13(fSECTION 2.13(F) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or IssuerIssuing Bank, or any other Person. The order of priority set forth in clauses first FIRST through fifth FIFTH of this Section 2.13(fSECTION 2.13(F) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders.
(g) All payments of principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans of the Borrower and all expenses, disbursements and advances incurred by the Administrative Agent pursuant to the Loan Documents after the occurrence and during the continuance of an Event of Default which the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral of the Borrower or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Obligations owing by the Borrower may, at the option of the Administrative Agent, be paid from the proceeds of Swing
Appears in 1 contract
Payments and Computations; Protective Advances. (a) The Borrower Borrowers shall make each payment hereunder (including fees and expenses) not later than 11:00 A.M. (New York City time) (provided, however, that repayments of Swing Loans shall be made not later than 4:00 P.M. (New York City time)) on the day when due, in Dollars, to the Administrative Agent at its address referred to in Section 11.8 in immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.14(c), 2.14(e), 2.15 or 2.16 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods.
(d) Unless the Administrative Agent shall have received notice from the Borrower Borrowers to the Lenders prior to the date on which any payment is due hereunder that the Borrower Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower Borrowers shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.
(e) Subject to the provisions of clause (f) of this Section 2.13 and (except as otherwise provided in Section 2.9), all payments and any other amounts received by the Administrative Agent from or for the benefit of the any Borrower shall be applied first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced to the such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the such Borrower; second, to pay all other Obligations owing by the such Borrower then due and payable; and third, as the such Borrower so designate. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan LenderLenders; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender’s 's Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by the Administrative Agent shall be distributed to each Term Loan Lender in accordance with such Lender's Ratable Portion of the Term Loans; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto, and, if to the Lenders, in proportion to their respective Ratable Portions.
(f) After the occurrence and during the continuance of an Event of Default, the each Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations owing by the such Borrower and any proceeds of Collateral of the such Borrower, and agrees that the Administrative Agent may, all such payments and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2, apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account (including all proceeds arising in connection with a Reinstatement Date that are held in the Cash Collateral Account pending application of such proceeds as specified in Section 2.9(a)) and all other proceeds of Collateral shall be applied to the Obligations in accordance with the following order:
(i) first, to pay interest on and then principal of any portion provisions of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;
(ii) second, to pay interest on and then principal of any Swing Loan;
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent;
(iv) fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers;
(v) fifth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers;
(vi) sixth, to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations;
(vii) seventh, to pay or prepay principal payments on the Revolving Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3, and to pay Obligations owing to the Administrative Agent with respect to cash management services in connection with Approved Deposit Accounts, Cash Collateral Accounts, and any other collection, disbursement or payroll account, ratably to the aggregate principal amount of such Revolving Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts and amounts due in respect of such cash management services;
(viii) eighth, to the ratable payment of all Obligations owing to any Lender or any Affiliate of a Lender with respect to Hedging Contracts; and
(ix) ninth, to the ratable payment of all other Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligations (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s and each Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth of this Section 2.13(f) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer, or any other Person. The order of priority set forth in clauses first through fifth of this Section 2.13(f) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite LendersIntercreditor Agreement.
(g) All payments of Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans of the any Borrower and all expenses, disbursements and advances incurred by the Administrative Agent pursuant to the Loan Documents after the occurrence and during the continuance of an Event of Default which the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral of the such Borrower or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Obligations owing by the such Borrower may, at the option of the Administrative Agent, be paid from the proceeds of Swing
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