Payments and Computations. (a) The Borrowers shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. (Local Time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local 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 applicable Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee), 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 such Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans. (e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent. (f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions. (g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 2 contracts
Samples: Credit Agreement (Amc Entertainment Inc), Credit Agreement (Marquee Holdings Inc.)
Payments and Computations. So long as the Maturity Date has not yet occurred, payments made hereunder shall be applied, (ai) The Borrowers shall make each payment hereunder (including first, to fees and expenses) not later than 2:00 p.m. (Local Time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable reimbursable expenses of Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts and Lenders then due and payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to any of the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local 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 applicable Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee), 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 such Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurredDocuments; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for then payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be matching specific scheduled payments then due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by those scheduled payments. All principal and interest payments, including any prepayments, shall be apportioned ratably among the Company Lenders (according to the Administrative Agent in writing (unpaid principal balance of the Obligations to which writing may be such payments relate held by telecopy or electronic maileach Lender) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date and all payments of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment fees and expenses required hereunder shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loansapportioned ratably among the Lenders. All repayments of At any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by time after the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))Maturity Date, all payments remitted to Agent by the Borrower and all proceeds of Collateral (including casualty and condemnation proceeds) or any other amounts enforcement action (including any payments on any Guaranty) received by each Agent from or for the benefit of the Borrowers shall be applied as follows: :
(a) first, to Agent and Lenders for fees, reimbursable expenses or indemnity claims then due and payable pursuant to any of the Loan Documents;
(b) second, to Lenders, ratably, to pay interest due and payable in respect of the Term Loan until paid in full;
(c) third, to Lenders, ratably, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, secondTerm Loan until paid in full;
(d) fourth, to Agent and Lenders pay all any other Obligations then due and payable and thirduntil paid in full; and
(e) lastly, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with Borrower or such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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 Person entitled thereto andunder applicable law. As used herein, for such payments allocated to the Lenders, “paid in proportion to their respective Ratable Portionsfull” means payment in cash or immediately available funds.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Loan and Security Agreement (Connexa Sports Technologies Inc.)
Payments and Computations. (a) The Borrowers shall make each payment of Revolving Loans hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York City time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) 10.8 in immediately available funds without deduction, set-off or counterclaim. Each The Administrative Agent shall will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, principal or interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause clauses (e) and (f) or (g) belowof this Section 2.12, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy2.13(c), Section 2.16 (Taxes) 2.13(e), Section 2.14 or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) 2.15 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 1:00 p.m. (Local TimeNew York City time) shall be deemed to be received on the next Business Day.
(b) All computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365/366 days, as the case may be, and all computations of all other interest and all fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans and then, then to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base , with those Eurodollar Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(ed) Unless any the Administrative Agent shall have received notice from the applicable Administrative Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower the Borrowers will not make such payment in full, such the Administrative Agent may assume that such Borrower has the Borrowers have made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower the Borrowers shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate Rate, for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans andLoans, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(fe) Except for payments and other amounts received by any Agent and applied in accordance with Subject to the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.12(f) (Mandatory Prepayments)and except as otherwise provided in Section 2.8), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, of and interest on, on any portion of the Loans such that the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable payable, and third, as the Company Administrative Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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 thereto, and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(gf) The During the continuance of an Event of Default, the Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees agree that, notwithstanding the provisions of clause (e) above, 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 2.9(c8.2, subject to the terms of the Intercreditor Agreement, apply all payments (subject in any event to the restrictions set forth in Section 8.3 in respect of the application of amounts funded to a cash collateral account in respect of outstanding Letter of Credit Obligations) in respect of any Obligations and all funds on deposit in any cash collateral account in the following order (after first paying all expenses incurred by the Administrative Agent in the performance of its duties and in the enforcement of the rights of the Lenders and the Issuers under the Loan Documents, including, without limitation, all costs and expenses of collection, reasonable attorneys’ fees (including all allocated costs of internal counsel) and other professional fees, court costs and other amounts in respect of expense reimbursement and indemnities then due the Administrative Agent in connection therewith):
(i) first, ratably, pay any advances, fees, indemnities, expense reimbursements or other liabilities then due and owing to the Administrative Agent from any Borrower (other than in connection with any Secured Hedging Contracts);
(ii) second, to pay any expense reimbursements then due and owing to the Issuer, the Swing Loan Lender or the Lenders from the Borrowers (other than in connection with any Secured Hedging Contracts) to the extent such obligations are secured by the Collateral, ratably;
(iii) third, to pay interest due and payable in respect of the Loans and fees with respect to Letters of Credit to the extent such obligations are secured by the Collateral, ratably;
(iv) fourth, to prepay principal on the Loans and unpaid Reimbursement Obligations and any amounts owing with respect to Secured Hedging Contracts, in each case to the extent such obligations are secured by the Collateral, ratably;
(v) fifth, to the payment of any other Secured Obligation due and owing to the Agent or any Lender that are secured by the Collateral; and
(vi) sixth, to the applicable Loan Party or as the Administrative Borrower shall direct. provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses (i) through (vi), the available funds being applied with respect to any such 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 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 (i) through (vi) of this clause (f) may at any time and from time to time be changed by the agreement of all Lenders without necessity of notice to or consent of or approval by any Borrower or any other Person. The order of priority set forth in clauses (i) through (v) of this clause (f) may be changed only with the prior written consent of the Administrative Agent in addition to all Lenders. Each Lender and each Loan Party acknowledges and agrees to the relative rights, priorities and agreements of the First Lien Term Loan Secured Parties, the Second Lien Secured Parties and the Secured Parties, as set forth in the Intercreditor Agreement and this Agreement, including as set forth in this Section 2.12 and Section 10.23.
(g) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans may be paid from the proceeds of Swing Loans or Revolving Loans. The Borrowers hereby authorize the Swing Loan Lender to make Swing Loans pursuant to Section 2.3(a), and the Lenders to make Revolving Loans pursuant to Section 2.2(a), from time to time in the Swing Loan Lender’s, or such Lender’s discretion, that are in the amounts of any and all principal payable with respect to the Swing Loans and interest, fees, expenses and other sums payable in respect of the Loans, and further authorize the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Swing Loans and Revolving Loans and to distribute the proceeds of such Swing Loans and Revolving Loans to pay such amounts. The Borrowers agree that all such Swing Loans and Revolving Loans so made shall be deemed to have been requested by them (irrespective of the satisfaction of the conditions in Section 3.2, which conditions the Lenders irrevocably waive) and direct that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Amendment Agreement (Tousa Inc)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. noon (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers a Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Amended and Restated Credit Agreement U.S. Concrete, Inc. Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) 2.9 (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) 2.9 (
Appears in 1 contract
Samples: Credit Agreement (Us Concrete Inc)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. (Local TimeNew York time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars to the applicable Administrative Agent at its address referred to in Section 11.8 8.8 (Notices, Etc.) in immediately available funds without set-set off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment FeeRate), 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each In lieu of making any payment by permitted or required under this Agreement other than on the Borrowers last day of any Loanthe Interest Period therefor so long as no Default or Event of Default shall have occurred and be continuing, Reimbursement Obligation (including interest or fees in respect thereof) the Borrower at its option may deposit with the Administrative Agent an amount equal to the amount of the Loan to be prepaid and each reimbursement of various costs, expenses or other Obligation such Loan shall be made repaid on the last day of the Interest Period therefor in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurredrequired amount; provided, however, provided that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation interest in respect of such Letter of Credit and (ii) other than for payments Loan shall continue to accrue at the rate provided hereunder until such amount shall have been applied in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed full to prepay the Loans. Such deposit shall be held by the Administrative Agent in an escrow account established on terms reasonably satisfactory to the Administrative Agent. Such deposit shall constitute cash collateral for the Loans; provided that the Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 2.10 (Interest); provided, further, that while a Default or any Hedging Contract Event of Default has occurred and is continuing, the Administrative Agent may specify other currencies of apply such deposit to make the applicable payment for Obligations created by or directly related to such Loan Document or Hedging Contractrequired under this Agreement.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company Borrower to the Administrative Agent in writing (which writing may be by telecopy or electronic mailtelecopy) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company Borrower fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing the Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c6.2 (Remedies) shall, apply all payments in respect of any Obligations in the following order:
(i) first, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
(ii) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders;
(iii) third, to pay Obligations in respect of any fees then due to the Administrative Agent and the Lenders;
(iv) fourth, to pay interest then due and payable in respect of the Loans;
(v) fifth, to pay or prepay principal amounts on the Loans; and
(vi) sixth, 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 Obligation described in any of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation ratably, based on the proportion of the Administrative Agent’s or Lender’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses (i), (ii), (iii), (iv), (v) and (vi) above 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 or by any other Person that is not a Lender. The order of priority set forth in clauses (i) and (ii) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Requisite Lenders.
Appears in 1 contract
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)
Payments and Computations. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrowers Borrower shall make each payment and prepayment hereunder (including fees and expenses) not later than 2:00 p.m. (Local Time) on the day when due, (i) in the currency specified herein case of Loans, (orii) in the case of any accrued interest payable on a Loan, if no such currency is specifiedand (iii) in the case of all other payments under each Loan Document, in Dollars) Dollars except as otherwise expressly provided herein or therein, in each case to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agent at its address referred to Administrative Agent’s Office for payment and in Section 11.8 (NoticesSame Day Funds without condition or deduction for any defense, Etc.) in immediately available funds without recoupment, set-off or counterclaim. Each The Administrative Agent shall will promptly thereafter cause distribute to be distributed immediately available each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (Local Time) shall may, at the Administrative Agent’s discretion, in each case be deemed to be received on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue.
(b) All computations of interest and of fees for Base Rate Loans shall be made by the applicable Agent on the basis of a year of 360 365 days (or 365/366 days in 366 days, as the case may be, and actual days elapsed. All other computations of Obligations bearing fees and interest at shall be made on the Base Rate basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the Unused Commitment Feebasis of a 365-day year), in . Interest shall accrue on each case Loan for the actual number of days day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one (including the first day but excluding the last 1) day) occurring in the period for which such interest and fees are payable. Each determination by such the Administrative Agent of a an interest rate of interest or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Rate SOFR Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay any such Loans outstanding as Base Rate Loans and then, to repay any such Loans outstanding as Eurodollar Rate SOFR Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding , with those SOFR Loans, as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day applicable, having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(ed) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent maymay (but shall not be so required to), in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment to the Administrative Agent in full to such AgentSame Day Funds, then each applicable Lender shall repay to such the Administrative Agent forthwith on demand the portion of such amount distributed assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon (in the case respect of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from and including the date such amount was made available to such Lender to the date such amount is distributed repaid to such Lender until the date such Lender repays such amount Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to such Agenttime in effect.
(fe) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (gSection 10.2(b) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (eHealth, Inc.)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. (Local TimeNew York time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars to the applicable Administrative Agent at its address referred to in Section 11.8 8.8 (Notices, Etc.) in Etc.)in immediately available funds without set-set off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment FeeRate), 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each In lieu of making any payment by permitted or required under this Agreement other than on the Borrowers last day of any Loanthe Interest Period therefor so long as no Default or Event of Default shall have occurred and be continuing, Reimbursement Obligation (including interest or fees in respect thereof) the Borrower at its option may deposit with the Administrative Agent an amount equal to the amount of the Loan to be prepaid and each reimbursement of various costs, expenses or other Obligation such Loan shall be made repaid on the last day of the Interest Period therefor in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurredrequired amount; provided, however, provided that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation interest in respect of such Letter of Credit and (ii) other than for payments Loan shall continue to accrue at the rate provided hereunder until such amount shall have been applied in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed full to prepay the Loans. Such deposit shall be held by the Administrative Agent in an escrow account established on terms reasonably satisfactory to the Administrative Agent. Such deposit shall constitute cash collateral for the Loans; provided that the Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 2.10 (Interest); provided, further, that while a Default or any Hedging Contract Event of Default has occurred and is continuing, the Administrative Agent may specify other currencies of apply such deposit to make the applicable payment for Obligations created by or directly related to such Loan Document or Hedging Contractrequired under this Agreement.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company Borrower to the Administrative Agent in writing (which writing may be by telecopy or electronic mailtelecopy) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company Borrower fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing the Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s 's Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c6.2 (Remedies) shall, apply all payments in respect of any Obligations in the following order:
(i) first, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
(ii) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders;
(iii) third, to pay Obligations in respect of any fees then due to the Administrative Agent and the Lenders;
(iv) fourth, to pay interest then due and payable in respect of the Loans;
(v) fifth, to pay or prepay principal amounts on the Loans; and
(vi) sixth, 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 Obligation described in any of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation ratably, based on the proportion of the Administrative Agent's or Lender's interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses (i), (ii), (iii), (iv), (v) and (vi) above 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 or by any other Person that is not a Lender. The order of priority set forth in clauses (i) and (ii) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Requisite Lenders.
Appears in 1 contract
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.14 (Capital Adequacy), Section 2.16 2.15 (Taxes) or Section 2.14(c2.13 (c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDollars.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.8(b) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates; provided that all payments in respect of principal of the Loans shall be applied first to repay any amounts outstanding under the Working Capital Sublimit and, second, to repay all other Loans. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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 the Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.8 (b) (Mandatory Prepayments) and clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies) shall apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the following order:
(i) first, to pay interest on and then principal of any portion of the Loans that 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 Secured Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
Appears in 1 contract
Payments and Computations. (a) The Borrowers All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. (Local Time) 12:00 noon on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds. Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds without set-off or counterclaim. Each Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any wire transfer to such Lender’s Lending Office. All payments received by Administrative Agent after 2:00 p.m. (Local Time) 12:00 noon shall be deemed to be received on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue.
(b) All computations of interest and of fees shall be made by the applicable Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee), 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 such Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to would be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or any 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ec) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon All payments (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments including prepayments and any other amounts received by each Agent from or for hereunder but excluding payments and amounts received in connection with the benefit exercise of the Borrowers Agents’ and Lenders’ rights after an Event of Default to the extent set forth in Section 6.01) made by US-DOCS\101836689.12 Borrower to Administrative Agent under any Facility Document shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations amounts then due and payable in the following order: (i) to any expenses and third, as the Company so designates. Payments in respect of Swing Loans received indemnities payable by Borrower to any Agent shall be distributed under any Facility Document; (ii) ratably to any expenses and indemnities payable by Borrower to any Lender under any Facility Document; (iii) to any accrued and unpaid interest and fees due under this Agreement; (iv) to principal payments on the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term outstanding Loans; and all payments (v) to the extent of fees and any excess, to the payment of all other payments in respect of any other Obligation shall be allocated among such of Obligations under the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable PortionsFacility Documents.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Loan Agreement (Golar LNG LTD)
Payments and Computations. (aA) The Borrowers Borrower (pursuant to Section 2.7(B) or Section 2.7(C) and as otherwise permitted in this Agreement) shall make each payment and prepayment hereunder (including and under the Advances in respect of principal, interest, expenses, indemnities, fees and expenses) or other Obligations due from the Borrower not later than 2:00 p.m. 4:00 P.M. (Local TimeSan Xxxx, Puerto Rico time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) U.S. Dollars to the applicable Agent Agent, for the ratable benefit of the Lenders, at its address referred to in Section 11.8 (Notices9.3, Etc.) in immediately available funds without set-off or counterclaimavailable, same day funds. Each The Agent shall will promptly thereafter cause like funds to be distributed immediately available funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest interest, fees or fees any other Obligations then payable hereunder to more than one Lender, to the applicable corresponding Funding Agent, for the benefit of such Lenders, ratably in accordance with the amounts of such respective Obligations then payable to such Lenders, and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, to the corresponding Funding Agent, for the benefit of such Lender, in each case to be applied in accordance with the terms of this Agreement. Payments on Obligations may also be made by the application of payments set forth funds in clause (fthe Collection Account or the Takeout Transaction Account as provided in Section 2.7(B) or (g) below2.7(D), as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and of fees for Advances made under the Base Rate shall be made by the applicable Agent on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case of Obligations bearing interest at the Base Rate may be, and the Unused Commitment Fee), in each case for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or fees are is payable. Each determination by such the Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.
(cB) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for All payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Rate Loan to be made in respect of fees, if any, due to the next calendar month, such payment Agent from the Borrower hereunder shall be made on the immediately preceding Business Day. All repayments date when due without presentment, demand, protest or notice of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified kind, all of which are hereby expressly waived by the Company to the Administrative Agent in writing (which writing may be by telecopy Borrower, and without setoff, counterclaim or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments other deduction of any Loans denominated in Pesos shall be applied nature (other than with respect to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower Taxes pursuant to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)2.15), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers an action therefor shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portionsimmediately accrue.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 10.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed in immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Officesapplicable lending offices; provided, however, that amounts payable pursuant to Section 2.15 Sections 2.14 (Capital Adequacy), Section 2.16 2.15 (Taxes) or Section 2.14(c2.13(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Swingline Loans shall be paid only to the applicable Swing Swingline Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest in respect of interest at the Base Rate calculated pursuant to clause (a) of the definition thereof shall be made by the Administrative Agent on the basis of a 365/366-day year and actual days elapsed; all other computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDollars.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such the Administrative Agent may assume that such Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers each Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced to such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowerssuch Borrower, second, to pay all other Obligations of such Borrower then due and payable and third, as the Company such Borrower so designates. Payments in respect of Swing Swingline Loans received by any the Administrative Agent shall be distributed to the applicable Swing Swingline Lender; , payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Required Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c8.1, shall, apply all payments in respect of any Obligations of such Borrower in the following order:
(i) first, to pay interest on and then principal of any portion of the Loans that 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 such Borrower;
(ii) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent; Issuers;
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the
(iv) fourth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers;
(v) fifth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations;
(vi) sixth, to pay or prepay principal amounts on the Swingline Loans;
(vii) seventh, to pay or prepay principal amounts on all other Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 8.2 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; and
(viii) eighth, 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 Obligation described in any of clauses (i) through (viii) above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation 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 (i) through (viii) above may at any time and from time to time be changed by the agreement of the Required Lenders without necessity of notice to or consent of or approval by the Borrowers or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses (i) through (iv) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Required Lenders. The order of priority set forth in clauses (i) through (vi) above may be changed only with the prior written consent of the Swingline Lender in addition to that of the Required Lenders.
(h) At the option of the Administrative Agent, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans may be paid from the proceeds of Swingline Loans or Revolving Loans. Each Borrower hereby authorizes the Swingline Lender to make such Swingline Loans pursuant to Section 2.4 (Swingline Loans) and the Lenders to make such Revolving Loans pursuant to Section 2.2(a) (Borrowing Procedures) from time to time in the amounts of any and all Reimbursement Obligations, interest, fees, expenses and other sums payable by it in respect of the Revolving Loans, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Swing Loans and Revolving Loans and to distribute the proceeds of such Swing Loans and Revolving Loans to pay such amounts. Each Borrower agrees that all such Swing Loans and Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 4.2 (Conditions Precedent to Each Extension of Credit), which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Revolving Credit Agreement
Payments and Computations. (a) The Borrowers shall make each payment hereunder (including fees and expenses) not later than 2:00 3:00 p.m. (Local TimeNew York City time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) 10.8 in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, principal or interest or fees (to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts extent payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only Lenders) to the applicable Swing LenderLenders entitled thereto. Payments received by any the Administrative Agent after 2:00 5:00 p.m. (Local TimeNew York City time) shall be deemed to be received on the next succeeding Business Day.
(b) All computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the on Alternate Base Rate Loans to the extent that such interest is determined based upon JPMCB’s “prime rate” and not the Unused Commitment FeeFederal Funds Effective Rate), 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 such the Administrative Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) [Intentionally Omitted].
(d) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) Loan and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDollars.
(de) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ef) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders Borrowers prior to the date on which any payment is due hereunder that such Borrower the Borrowers will not make such payment in full, such the Administrative Agent may assume that such Borrower has the Borrowers have made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable relevant Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower the Borrowers shall not have made such payment in full to such the Administrative Agent, each applicable relevant Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate Effective Rate, for the first Business Day and Day, and, thereafter, at the rate applicable to Alternate Base Rate Loans andLoans, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions[Intentionally Omitted].
(gh) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Secured Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default Default, and agrees thatthat upon the termination of the Commitments or the acceleration of any of the Obligations pursuant to Section 8.2, notwithstanding the provisions Facility Agents shall apply all payments made to or received by any Facility Agent or any Lender constituting proceeds of Collateral and all other payments made to or received by any Facility Agent, any Lender with respect to any Secured Obligations in the following order: first, to pay interest on and then principal of any portion of the Term 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 Borrowers; second, to pay Secured Obligations in respect of any expense reimbursements (including indemnities) then due to the Facility Agents; third, to pay Secured Obligations in respect of any expense reimbursements (including indemnities) then due to the Lenders; fourth, to the ratable (based on the proportional amounts thereof) payment of all other Secured Obligations; and fifth; as directed by the Borrowers; 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 fourth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the applicable Agent’s and each applicable Lender’s interest in the aggregate outstanding Obligations described in such clause. The order of priority set forth in clauses first through fourth of this Section 2.9(c2.13(h) (may at any time and from time to time be changed by the agreement of the Requisite Lenders, the Administrative Agent and each adversely affected Lender without necessity of notice to or consent of or approval by the Borrowers, any Secured Party that is not a Lender, or any other Person.
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) under the Notes not later than 2:00 p.m. 12:00 noon (Local TimeEastern time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) U.S. dollars to the applicable Agent at its address referred to at 0000 Xxxxx Xxxxxxxxx, 8th Floor, Vienna, Virginia 22182, Attention: Xxxxx X. Xxxxxxxx, in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaimsame day funds. Each The Agent shall will promptly thereafter cause to be distributed immediately available in like funds relating to the payment of principal, interest or fees ratably (other than amounts payable to a particular Bank pursuant to Section 2.5 or to the applicable Lenders, Agent pursuant to the letter agreement referred to in Section 2.6(b) above) to the Banks in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only wire transfer instructions provided to the affected Lender or Lenders and amounts payable with respect Agent by the Banks from time to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business Daytime.
(b) The Borrower shall establish an account with the Agent into which the proceeds of the Loans will be deposited. The Borrower hereby authorizes the Agent, if and to the extent payment is not made when due hereunder or under the Notes, to charge from time to time against such account with the Agent any amount so due.
(c) All computations of interest and of non-usage fees shall be made by the applicable Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 or fee is payable. Each determination by such the Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 and fees, as the case may be; provided, however, that if such extension would cause the payment of principal or interest of the Loans bearing interest based on or principal of any Eurodollar Rate Loan or Peso TIIE Rate Loan LIBOR to be made in the next following calendar month, such payment shall should be made on the immediately next preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Taxes)or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall Loans)shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days days, or, in the case of Obligations bearing interest at the in respect of Loans which are Base Rate Loans, on the basis of a year of 365 or 366 days, as the case may be and the Unused Commitment Fee)actual days elapsed, 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Swap Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Swap Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower (through the Administrative Agent pursuant to Section 2.7) shall make each payment and prepayment hereunder (including in respect of principal, interest, expenses, indemnities, fees and expenses) or other Obligations due from the Borrower to the Administrative Agent or any Lender not later than 2:00 p.m. (Local Time) on [***] in Dollars to 752805876 23733713 the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) 10.3 or to the Administrative Agent’s Account in immediately available funds without setavailable, same-off or counterclaimday funds. Each The Administrative Agent shall will promptly thereafter cause like funds to be distributed immediately available funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest interest, commitment fees or fees any other Obligation then payable hereunder and under the other Transaction Documents to the applicable Lendersmore than one Lender, then to such Lenders ratably in accordance with the application amounts of payments set forth in clause (f) or (g) below, as applicable, for the account of their such respective Applicable Lending Offices; provided, however, that amounts Obligations then payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or such Lenders and amounts (ii) if such payment by the Borrower is in respect of any Obligation then payable with respect hereunder to Swing Loans shall be paid only one Lender, then to the applicable Swing such Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed , in each case to be received on the next Business Day.
(b) applied in accordance with Section 2.7. All computations of interest and of fees based on SOFR shall be made by the applicable Administrative Agent on the basis of a year of 360 days in each case for the actual number of days (or 365/366 days including the first day but excluding the last day) occurring in the period for which such interest is payable. All computations of interest based on the Alternative Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)may be, 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 is payable. Each determination by such the Administrative Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(ca) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall All payments to be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by fees due hereunder to the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, Lender from the due date for such payment shall be extended to 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 or Peso TIIE Rate Loan to be made in the next calendar month, such payment Borrower shall be made on the immediately preceding Business Day. All repayments pursuant to Section 2.7, without presentment, demand, protest or notice of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified kind, all of which are hereby expressly waived by the Company to the Administrative Agent in writing (which writing may be by telecopy Borrower, and without setoff, counterclaim or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments other deduction of any Loans denominated in Pesos shall be applied nature (other than with respect to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower Taxes pursuant to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)2.14), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers an action therefor shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portionsimmediately accrue.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (loanDepot, Inc.)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.13 (Capital Adequacy), Section 2.16 2.14 (Taxes) or Section 2.14(c2.12(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days or, in the case of Obligations Term Loans bearing interest at the Base Rate and the Unused Commitment Feebased on Citibank’s base rate, 365 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation Term Loan (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Term Loan was made, such Letter of Credit issued made or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement ObligationTerm Loan, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may Term Loan Agreement Collective Brands Finance, Inc. specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Term Loans denominated in Dollars shall be applied as follows: first, to repay such Term Loans outstanding as Base Rate Loans or and then, to repay such Term Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.7(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Term Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any the Administrative Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.7(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.14(c) (Illegality), Section 2.15 (Increased Costs and Capital Adequacy), ) or Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any the Administrative Agent after 2:00 p.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Applicable Unused Commitment FeeFee Rate), 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company Borrower to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company Borrower fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit CommitmentsFacility; payments in respect of the Term Loans in any Tranche received by any the Administrative Agent shall be distributed to each Term Lender holding Term Loans in such Tranche in accordance with such Lender’s Ratable Portion of the Term Loanssuch Tranche; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right . Subject to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (2.22(c)
Appears in 1 contract
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars to the applicable Administrative Agent or the Swing Loan Lender, as applicable, at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 1:00 p.m. (Local TimeNew York time) shall be deemed to be received on the next Business DayDay (in the Administrative Agent’s sole discretion).
(b) All computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 payablepayable except for interest in connection with Base Rate Loans which shall be calculated on the basis of the actual number of calendar days in the applicable year. Each determination by such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of (i) any Revolving Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as CREDIT AGREEMENT KNOLOGY, INC. Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment and (ii) any Term Loans shall be applied first, pro rata to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and and, thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (2.9
Appears in 1 contract
Samples: Credit Agreement (Knology Inc)
Payments and Computations. (a) The Borrowers shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York City time) on the day when duedue and payable, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its Applicable Lending Office, or such other address of the Administrative Agent referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) (Increased Costs; Capital Adequacy) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and Lenders, amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLoan Lender and amounts payable with respect to Protective Advances shall be retained by the Administrative Agent unless otherwise required to be paid to the Revolving Credit Lenders pursuant to Section 2.18(b) (Protective Advances). Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew 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 applicable Administrative Agent on the basis of a year of 360 days with respect to Eurodollar Rate Loans (or 365/366 days in the case of Obligations and Loans bearing interest at (x) the Base Rate based on clause (b) of such definition and (y) the Unused Commitment Fee)Canadian Base Rate based on clause (c) of such definition) and 365/366 days with respect to all other computations, 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of 360 days or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively.
(d) Each payment by the Borrowers any Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation (i) denominated in Dollars shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit Dollars and (ii) other than for payments denominated in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractCanadian Dollars shall be made in Canadian Dollars.
(de) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Rate CDOR 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 denominated in Dollars shall be applied as follows: first, to repay any such Revolving Loans outstanding as Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Loans and then, to repay any such Revolving Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentCDOR Loans, with those Eurodollar Rate Loans and CDOR Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ef) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Administrative Agent, the Swing Loan Lender, the Lenders or the Issuers hereunder that such Borrower the Borrowers will not make such payment in full, such the Administrative Agent may assume that such Borrower has the Borrowers have made such payment in full to such the Administrative Agent on such date in accordance herewith and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date itself, the Swing Loan Lender, the Lenders or the Issuer, as the case may be, an amount equal to the amount then due such LenderPerson. If and to the extent that such Borrower the Borrowers shall not have made such payment in full to such the Administrative Agent, each applicable Lender or the Issuers, as the case may be, shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from and including the date such amount is distributed to such Lender until to but excluding the date such Lender repays such amount to such the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(fg) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (gh) below (or required to be applied in accordance with Section 2.9(c2.9(a) or (b) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company Borrower Representative so designates. Payments in respect of (i) Protective Advances received by the Administrative Agent shall be retained by the Administrative Agent unless otherwise required to be paid to the Revolving Credit Lenders pursuant to Section 2.18(b) (Protective Advances), (ii) Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; , (iii) payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; Portion, and (iv) 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, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions.
(gh) The Borrowers Loan Parties hereby irrevocably waive the right to direct the application of any and all payments in respect of the Secured Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees thatagree that during the continuance of an Event of Default, notwithstanding the provisions of Section 2.9(cSections 2.9(a) and (b) (Mandatory Prepayments) and clause (g) above, the Collateral Agent shall deliver a notice of exclusive control to each Deposit Account Bank for each Approved Deposit Account and each Approved Securities Intermediary for each Control Account and the Administrative Agent and the Collateral Agent shall apply all payments in respect of any Secured Obligations and all funds on deposit in any Agent Collection Account, Approved Deposit Account and Control Account and all other proceeds of Collateral in the following order:
(i) first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and fees under Section 2.12(b) (Letter of Credit Fees), but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.14(c) (Increased Costs; Capital Adequacy), 2.16 (Taxes), Article X, Section 11.3 (Costs and Expenses), Section 11.4 (Indemnities) and Section 11.5 (Limitations of Liability)) payable to the Administrative Agent in its capacity as such;
(ii) second, to payment of that portion of the Secured Obligations constituting unpaid principal of the Protective Advances, ratably among the Administrative Agent (and the Lenders to the extent they have funding their participations in any such Protective Advance) in proportion to their respective amounts described in this clause second payable to them;
(iii) third, to pay interest on and then principal amount of any portion of the Revolving Loans and Swing Loans that the Administrative Agent or Swing Loan Lender may have advanced on behalf of any Lender, and any unfunded payment by the Borrower required to have been paid under Section 2.4(h) (Letters of Credit), in each case for which the Revolving Credit Lenders have not funded their Ratable Portion of such Revolving Loans, Swing Loans or Letters of Credit (the amounts so applied to be distributed between or among the Administrative Agent, the Swing Loan Lender and the applicable Issuers ratably in proportion to such amounts owed to them on the date of any such distribution);
(iv) fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Swing Loans, ratably among the Swing Loan Lender (and the other Lenders to the extent they have funding their participations in any such Swing Loan) in proportion to their respective amounts described in this clause fourth payable to them;
(v) fifth, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Section 2.12(b) (Letter of Credit Fees)) payable to the Lenders (and the Issuers with respect to Letters of Credit) (including fees, charges and disbursements of counsel to the respective Lenders and the Issuers (including fees and time charges for attorneys who may be employees of any Lender or the Issuers) and amounts payable under Sections 2.14(c) (Increased Costs; Capital Adequacy), 2.16 (Taxes), Section 11.3 (Costs and Expenses), Section 11.4 (Indemnities) and Section 11.5 (Limitations of Liability), ratably among them in proportion to the respective amounts described in this clause fifth payable to them;
(vi) sixth, to payment of that portion of the Secured Obligations constituting accrued and unpaid fees under Section 2.12(b) (
Appears in 1 contract
Samples: Credit Agreement (UTi WORLDWIDE INC)
Payments and Computations. (a) The Borrowers a. Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 10.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed in immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Officesapplicable lending offices; provided, however, that amounts payable pursuant to Section 2.15 Sections 2.14 (Capital Adequacy), Section 2.16 2.15 (Taxes) or Section 2.14(c2.13(e) or (df) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Swingline Loans shall be paid only to the applicable Swing Swingline Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
b. All computations of interest in respect of interest at the Base Rate calculated pursuant to clause (ba) All of the definition thereof shall be made by the Administrative Agent on the basis of a 365/366-day year and actual days elapsed; all other computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) c. Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDollars.
(d) d. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 EXHIBIT 10.1 ANNEX A case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE 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 Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify .
e. Unless the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such the Administrative Agent may assume that such Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) f. Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers each Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced to such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowerssuch Borrower, second, to pay all other Obligations of such Borrower then due and payable and third, as the Company such Borrower so designates. Payments in respect of Swing Swingline Loans received by any the Administrative Agent shall be distributed to the applicable Swing Swingline Lender; , payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers g. Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Required Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c) (8.1, shall, apply all payments in respect of any Obligations of such Borrower in the following order:
i. first, to pay interest on and then principal of any portion of the Loans that 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 such Borrower;
ii. second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
iii. third, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers; EXHIBIT 10.1 ANNEX A iv. fourth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers;
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 3:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section SECTION 11.8 (NoticesNOTICES, EtcETC.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause CLAUSES (fe) or (gf) below, as applicable, for the account of their respective Applicable Lending Offices; providedPROVIDED, howeverHOWEVER, that amounts payable pursuant to Section 2.15 SECTION 2.16 (Capital AdequacyCAPITAL ADEQUACY), Section 2.16 SECTION 2.17 (TaxesTAXES) or Section 2.14(cSECTION 2.15(c) (INCREASED COSTS) or (d) (Special Provisions Governing Eurodollar Rate LoansILLEGALITY) shall be paid only to any affected Lender (or, if to the Fronting Lender, only to the extent of the interest of the affected Lender or Lenders Tranche B Investor) and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 3:00 p.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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, howeverHOWEVER, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE 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 denominated in Dollars shall be applied as follows: FIRST, to repay such Loans outstanding as Base Rate Loans or and THEN, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ed) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate Rate, for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans andLoans, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(fe) Except for payments and other amounts received by any Agent and applied in accordance with Subject to the provisions of clause CLAUSE (gf) below (or required to be applied and except as otherwise provided in accordance with Section 2.9(c) SECTION 2.10 (Mandatory PrepaymentsMANDATORY PREPAYMENTS)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: firstFIRST, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, secondSECOND, to pay all other Obligations then due and payable payable, and thirdTHIRD, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s 's Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(gf) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding during such time, the provisions Administrative Agent may, and, upon either (A) the written direction of Section 2.9(cthe Requisite Lenders or (B) the acceleration of the Obligations pursuant to SECTION 9.2 (REMEDIES), shall, deliver a Blockage Notice to each Deposit Account Bank and apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the following order: FIRST, to pay interest on and then principal of any portion of the Revolving Loans that 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; SECOND, to pay interest on and then principal of any Swing Loan; THIRD, to pay Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of cash management services) then due to the Administrative Agent; FOURTH, to pay Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of cash management services) then due to the Lenders and the Issuers; FIFTH, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; SIXTH, to pay interest then due and payable in respect of the Revolving Loans (ratably to the aggregate principal amount of such Revolving Loans) and Reimbursement Obligations; SEVENTH, to pay or prepay principal amounts 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 (ACTIONS IN RESPECT OF LETTERS OF CREDIT), ratably to the aggregate principal amount of such Revolving Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; and EIGHTH, 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 Obligation described in any of CLAUSES FIRST through EIGHTH above, the available funds being applied with respect to any such 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 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 above 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 by any other Person that is not a Lender or Issuer. The order of priority set forth in CLAUSES FIRST through FIFTH above may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders; and PROVIDED, FURTHER, that, any payment in respect of the principal of any Refinancing Loan, such payment shall not be applied to repay such Refinancing Loans unless each Non-Participating Prepetition Lender has concurrently with or prior to such payment received from the Borrower a related payment in an amount equal to such Non-Participating Prepetition Lender's Prepetition Pro Rata Percentage of the Prepetition L/C Disbursement Loan relating to such Refinancing Loan (and, if possible, such payments received shall be paid over to Non-Participating Lenders to ensure all Prepetition Revolving Lenders receive their Pro Rata Percentages of payments made by the Borrower in respect of each Prepetition L/C Disbursement Loan). Any payment received by the Administrative Agent and not identified as a payment in respect of Refinancing Loans may be classified as a payment in respect of Refinancing Loans or other Loans in the Administrative Agent's sole discretion.
(g) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans and Protective Advances may be paid from the proceeds of Swing Loans or Revolving Loans. The Borrower hereby authorizes the Swing Loan Lender to make Swing Loans pursuant to SECTION 2.3(a) (SWING LOANS) and the Lenders to make Revolving Loans pursuant to SECTION 2.2(a) (BORROWING PROCEDURES) from time to time in the Swing Loan Lender's or such Lender's discretion, that are in the amounts of any and all principal payable with respect to the Swing Loans and interest, fees, expenses and other sums payable in respect of the Revolving Loans, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Swing Loans and Revolving Loans and to distribute the proceeds of such Swing Loans and Revolving Loans to pay such amounts. The Borrower agrees that all such Swing Loans and Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in SECTION 3.2 (CONDITIONS PRECEDENT TO EACH LOAN AND LETTER OF CREDIT), which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Credit Agreement (Washington Group International Inc)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.13 (Capital Adequacy), Section 2.16 2.14 (Taxes) or Section 2.14(c2.12(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) Loan and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurredDollars; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement ObligationLoan, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDocument.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Term Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with clause (b) of Section 2.9(c) 2.7 (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing any Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s 's Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; and all payments of fees and all other payments in respect of any other Obligation shall be allocated SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.7 (Mandatory Prepayments) and clause (f) above, subject to the terms of the Intercreditor Agreement, the Collateral Agent may, and, upon either (A) the written direction of the Administrative Agent or the Requisite Lenders after the occurrence and during the continuance of an Event of Default or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), shall, deliver a Blockage Notice to each Deposit Account Bank for each Approved Deposit Account and, subject to the provisions of the Intercreditor Agreement, apply all payments in respect of any Secured Obligations and all proceeds of Collateral in the following order:
(i) first, to pay Secured Obligations in respect of any expense, reimbursements or indemnities then due to the Administrative Agent or the Collateral Agent;
(ii) second, to pay Secured Obligations in respect of any expense, reimbursements or indemnities then due to the Lenders;
(iii) third, to pay Secured Obligations in respect of any fees then due to the Administrative Agent, the Collateral Agent, the Lenders;
(iv) fourth, to pay interest then due and payable in respect of the Loans;
(v) fifth, to pay or prepay principal amounts on the Loans, ratably to the aggregate principal amount of such Loans;
(vi) sixth, to the ratable payment of all other Secured Obligations; and
(vii) seventh, the balance to the Borrower or the Loan Party lawfully entitled to receive such proceeds; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Secured Obligation described in any of clauses (i), (ii), (iii), (iv) and (v) above the available funds being applied with respect to any such Secured Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Secured Obligation ratably, based on the proportion of the Administrative Agent's and each Lender's interest in the aggregate outstanding Secured Obligations described in such clauses. The order of priority set forth in clauses (i), (ii), (iii), (iv) and (v) above 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 by any other Person that is not a Lender . The order of priority set forth in clauses (i), (ii) and (iii) above may be changed only with the prior written consent of the Administrative Agent or the Collateral Agent, as applicable, in addition to that of the Requisite Lenders. SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY
Appears in 1 contract
Samples: Second Lien Credit Agreement (Tecumseh Products Co)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.14 (Capital Adequacy), Section 2.16 2.15 (Taxes) or Section 2.14(c2.13(c) Increased Costs or (d) (Special Provisions Governing Eurodollar Rate Loans) Illegality shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers a Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses expense or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars or Term Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate Rate, for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans andLoans, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.8(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.8(c) (
Appears in 1 contract
Payments and Computations. (aA) The Borrowers Borrower (through the Paying Agent pursuant to Section 2.7(B) and as otherwise permitted in this Agreement) shall make each payment and prepayment hereunder (including and under the Advances in respect of principal, interest, expenses, indemnities, fees and expenses) or other Obligations due from the Borrower not later than 2:00 p.m. 4:00 P.M. (Local TimeNew York City time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) U.S. Dollars to the applicable related Funding Agent at its address referred to in Section 11.8 (Notices, Etc.) 10.3 or to such account provided by such Funding Agent in immediately available funds without setavailable, same-off or counterclaimday funds. Each Agent shall promptly thereafter cause to Payments on Obligations may also be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the made by application of payments set forth funds in clause (f) the Collection Account or (g) belowthe Takeout Transaction Account as provided in Section 2.7(B), as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business Day.
(b) All computations of interest for Advances shall be made by the related Funding Agent, who shall notify the Facility Administrator, the Borrower and the Administrative Agent of fees any determination thereof on or prior to the payment thereof pursuant to Section 2.7(B), as applicable. All computations of interest for Advances made under the Base Rate or the Commercial Paper Rate shall be made by the applicable Funding Agent on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case of Obligations bearing interest at the Base Rate may be, and the Unused Commitment Fee), in each case for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest and fees are is payable. Each determination by such Agent All other computations of a rate of fees and interest provided hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Daybasis of a 360-day year and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable. All repayments Notwithstanding the foregoing, each determination by a Funding Agent of any Loans denominated in Dollars an interest rate hereunder shall be applied subject to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company approval of the Administrative Agent.
(B) All payments to be made in respect of fees, if any, due to the Administrative Agent in writing from the Borrower hereunder shall be made on the date when due without presentment, demand, 118556040.20118095118.53 -19- protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without setoff, counterclaim or other deduction of any nature (which writing may be by telecopy or electronic mail) not later other than 1:00 p.m. (New York time) one Business Day prior with respect to Taxes pursuant to Section 2.17), and an action therefor shall immediately accrue. The Borrower agrees that, to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify extent there are insufficient funds in the Administrative Agent, such payment shall be applied first’s Account, to repay such Loans outstanding as Base Rate Loans and thenmake any payment under this clause (B) when due, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos the Borrower shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower immediately pay to the Mexican Facility Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, all amounts due that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansremain unpaid.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment the payments hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 A.M. (Local TimeLondon time) on the day when due, in the currency specified herein (Dollars or, if no such currency is specifiedin respect of Loans made in Alternative Currencies, in Dollars) the applicable Alternative Currency, to the applicable Applicable Facility Agent at its address referred to in Section 11.8 (Notices, Etc.) 11.18 in immediately available funds without set-off or counterclaim. Each The Applicable Facility Agent shall will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, principal or interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause clauses (e) and (f) or (g) belowof this Section 2.14, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy2.15(c), Section 2.15(e), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) 2.17 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Applicable Facility Agent after 2:00 p.m. 11:00 A.M. (Local TimeLondon 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 applicable Applicable Facility Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Applicable Facility Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars or Term Loans shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having which have earlier expiring Eurodollar Eurocurrency Interest Periods being repaid prior to those having which have later expiring Eurodollar Eurocurrency Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ed) Unless any the Applicable Facility Agent shall have received notice from the applicable a Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such the Applicable Facility Agent may assume that such Borrower has made such payment in full to such the Applicable Facility Agent on such date and such the Applicable Facility Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Applicable Facility Agent, each applicable Lender shall repay to such the Applicable Facility Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Applicable Facility Agent.
(fe) Except for payments and other amounts received by any Agent and applied in accordance with Subject to the provisions of clause (gf) below of this Section 2.14 (or required to be applied and except as otherwise provided in accordance with Section 2.9(c) (Mandatory Prepayments)2.10), all payments and any other amounts received by each the Applicable Facility Agent from or for the benefit of the Borrowers a Borrower shall be applied as follows: first, to pay principal of, of and interest on, on any portion of the Loans such which the Applicable Facility Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Applicable Facility Agent has not then been reimbursed by such Lender or the Borrowers, such Borrower; second, to pay all other Obligations then due and payable payable; and third, as the Company such Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any the Senior A Facility Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Alternative Currency Loans received by any the Senior A Facility Agent shall be distributed to each Alternative Currency Lender in accordance with such Lender’s Alternative Currency Ratable Portion of the Alternative Currency Commitments; prepayments in respect of the Term A Loans received by the Senior A Facility Agent shall be distributed to each Term A Loan Lender in accordance with such Lender’s Ratable Portion of the Term A Loans; prepayments in respect of the Term B Loans received by the Senior B Facility Agent shall be distributed to each Term B Loan Lender in accordance with such Lender’s Ratable Portion of the Term B 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 thereto, and, for such payments allocated if to the Lenders, in proportion to their respective Ratable Portions or Alternative Currency Ratable Portions, as applicable.
(gf) The After the occurrence and during the continuance of an Event of Default, the Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral, and agree that the Senior A Facility Agent may, and shall upon either (A) the written direction of the Requisite Senior Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2, deliver a Blockage Notice and apply (x) all payments in respect of any Obligations and all funds on deposit in any Cash Collateral after Account (including all proceeds arising from a Reinvestment Event that are held in the occurrence Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) and during (y) all other proceeds of Collateral, in each case in the continuance order set forth in Section 4.3 of an Event the Priorities Intercreditor Agreement; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of Default any of the Obligations described in the Priorities Intercreditor Agreement, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Applicable Facility Agent’s and agrees thateach Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in Section 4.3 of the Priorities Intercreditor Agreement may at any time and from time to time be changed by the agreement of the Requisite Lenders but only as provided in the Priorities Intercreditor Agreement without necessity of notice to or consent of or approval by the Borrower, notwithstanding any Secured Party that is not a Lender or Issuing Bank, or any other Person, but only with the provisions prior written consent of the Facility Agents in addition to the Requisite Lenders as provided in the Priorities Intercreditor Agreement.
(g) At the option of the Senior A Facility Agent, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans and Protective Advances may be paid from the proceeds of Revolving Loans. The Borrowers hereby authorize the Revolving Credit Lenders to make Revolving Loans pursuant to Section 2.9(c2.2(a), from time to time in such Revolving Credit Lenders’ discretion, which are in the amounts of any and all Protective Advances and interest, fees, expenses and other sums payable in respect of the Revolving Loans, and further authorizes the Senior A Facility Agent to give the Revolving Credit Lenders notice of any Borrowing with respect to such Protective Advances and Revolving Loans and to distribute the proceeds of such Protective Advances and Revolving Loans to pay such amounts. The Borrowers agree that all such Protective Advances and Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.2, which conditions the Revolving Credit Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.
(h) The Borrowers hereby authorize each Lender and each Affiliate of each Lender, if and to the extent payment owed to such Lender by a Borrower is not made when due hereunder, to charge from time to time against any or all of the Borrowers’ accounts with such Lender or Affiliate any amount so due.
Appears in 1 contract
Samples: Credit Agreement (Memec Inc)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein of the underlying Loan (or, if no such currency is specified, in Dollarsthe case of payments of principal and interest) and in Dollars (in the case of fees and all other amount) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Term SOFR Loans, Daily Simple SOFR Loans and EURIBOR Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
(b) All computations of interest and for Base Rate Loans determined by reference to the rate of fees interest specified in clause (a) of the definition “Base Rate” shall be made by the applicable Agent on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360 day year and actual days elapsed (which results in more fees or 365/366 days interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of Obligations bearing interest at in respect of Loans denominated in Euros as to which market practice differs from the Base Rate and the Unused Commitment Fee)foregoing, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which accordance with such interest and fees are payablemarket practice. Each determination by such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 Term SOFR Loan or Peso TIIE EURIBOR 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 denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans, second, to repay such Loans or Eurodollar outstanding as Daily Simple SOFR Loans and then, to repay such Loans outstanding as Term SOFR Loans and EURIBOR Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, ratably, with those Eurodollar Term SOFR Loans and EURIBOR Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.9(b) or (d) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Notwithstanding the provisions of Section 2.9(d) (Mandatory Prepayments) above, the Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (2.9
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. (Local Time) on the day when due, in Dollars to (i) in the currency specified herein case of any payments in respect of the Revolving Credit Facility, the Revolving Credit Facility Administrative Agent and (orii) in the case of payments in respect of the Term Loan Facility, if no such currency is specifiedto the Term Loan Facility Administrative Agent, in Dollars) to the applicable Agent each case, at its respective address referred to in Section 11.8 11.02 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The applicable Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 Sections 3.02 (Illegality), 3.03 (Determination of Rates; Inability to Determine Rates), 3.04 (Increased Cost and Reduced Return; Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or 3.05 (d) (Special Provisions Governing Eurodollar Rate LoansFunding Losses) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Line Loans shall be paid only to the applicable Swing Line Loan Lender. Payments received by any the applicable Administrative Agent after 2:00 p.m. (Local 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation Obligations shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurredDollars; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a reimbursement agreement relating to any Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent Agents or any Hedging Swap Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Swap Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars or Term Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Revolving Credit Facility Administrative Agent (in the case of payments under the Revolving Credit Facility) or the Term Loan Facility Administrative Agent (in the case of payments under the Term Loan Facility), as the case may be, shall have received notice from the Borrower or the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such Administrative Agent may assume that such the Borrower has made such payment in full to such Administrative Agent on such date and such Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the applicable Administrative Agent, each applicable Lender shall repay to such Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the applicable Administrative Agent.
(f) Except for payments and other amounts received by any the Revolving Credit Facility Administrative Agent (in the case of payments under the Revolving Credit Facility) or the Term Loan Facility Administrative Agent (in the case of payments under the Term Loan Facility) and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.08(c) (Mandatory Prepayments)), all payments and any other amounts received by each any Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, in the case of payments under the Revolving Credit Facility, to pay principal of, and interest on, any portion of the Loans such the Revolving Credit Facility Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Revolving Credit Lender, for which such the Revolving Credit Facility Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Line Loans received by any the Revolving Credit Facility Administrative Agent shall be distributed to the applicable Swing Line Lender; payments in respect of Revolving Loans received by any the Revolving Credit Facility Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion 's Pro Rata Share of the Aggregate Revolving Credit Commitments; payments in respect of the Term Loans received by any the Term Loan Facility Administrative Agent shall be distributed to each Term Loan Lender in accordance with such Lender’s Ratable Portion 's Pro Rata Share 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 the L/C Issuer as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable PortionsPro Rata Shares.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.08(c) (Mandatory Prepayments) and clause (f) above, each Administrative Agent may, and, upon either (A) the written direction of the Required Lenders or (B) the acceleration of the Obligations pursuant to Section 9.02 (Remedies Upon Event of Default) shall, instruct the Collateral Agent to deliver a Blockage Notice to each Deposit Account Bank for each Approved Deposit Account and apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account (including all proceeds arising from a Reinvestment Event (if any) that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) 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 that the Revolving Credit Facility Administrative Agent may have advanced on behalf of any Lender for which the Revolving Credit Facility Administrative Agent has not then been reimbursed by such Lender or the Borrower;
(ii) second, to pay Obligations in respect of any expense reimbursements or indemnities and Cash Management Obligations then due to any Agent;
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities and Cash Management Obligations then due to the Lenders and the L/C Issuer;
(iv) fourth, to pay Obligations in respect of any fees then due to any Agent, the Lenders and the L/C Issuer;
(v) fifth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations;
(vi) sixth, to pay or prepay principal amounts on the Loans and Reimbursement Obligations and to Cash Collateralize the outstanding L/C Obligations in the manner described in Section 9.03 (Actions in Respect of Letters of Credit), and to pay Cash Management Obligations and amounts owing with respect to Swap Contracts, ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Outstanding Amounts, Cash Management Obligations, and Obligations owing with respect to Swap Contracts; and
(vii) seventh, 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 Obligation described in any of clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation ratably, based on the proportion of each Agent's and each Lender's or L/C Issuer's interest in the aggregate outstanding Obligations described in such clauses; provided, however, that payments that would otherwise be allocated to the Revolving Credit Lenders shall be allocated first to repay Swing Line Loans until such Loans are repaid in full and then to repay the Revolving Loans. The order of priority set forth in clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above may at any time and from time to time be changed by the agreement of each Lender directly affected thereby without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or L/C Issuer or by any other Person that is not a Lender or L/C Issuer. The order of priority set forth in clauses (i), (ii), (iii) and (iv) above may be changed only with the prior written consent of the Administrative Agents in addition to that of each Lender directly affected thereby.
Appears in 1 contract
Payments and Computations. (a) The Borrowers Except as provided in this Section 2.14 (Payments and Computations), each Borrower shall make each payment required to be made by it hereunder (including fees and expenses) not later than 2:00 12:00 p.m. (Local Time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) ), to the applicable Administrative Agent at its address referred to in Section 11.8 11.9 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause Section 2.10(c) (Mandatory Prepayments) and in clauses (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.16 (Capital Adequacy), Section 2.16 2.17 (Taxes) or Section 2.14(c2.15(c) (Increased Costs) or (d) (Special Provisions Governing Eurodollar Rate LoansIllegality) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 12:00 p.m. (Local 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 applicable Administrative Agent on the basis of a year of (i) 365 days for Base Rate Loans and (ii) 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)for Eurocurrency Loans, 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 such the Administrative Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each Except for Eurocurrency Loans which have been converted to Base Rate Loans denominated in Dollars hereunder, each payment by the Borrowers in respect of any Loan, Loan or Reimbursement Obligation (including interest or fees in respect thereofthereof other than the Unused Commitment Fee) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, made or such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contractissued.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Eurocurrency Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments made in Dollars of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Eurocurrency Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base , with those Eurocurrency Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(e) Unless any the Administrative Agent shall have received notice from the applicable a Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such the Administrative Agent may assume that such Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the such Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate Rate, for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans andLoans, in the case of the Mexican Facility AgentCredit Agreement HLI Operating Company, at the Peso Base Rate) Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for All payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of the Dollar Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender on a pro rata basis in accordance with such Lender’s Ratable Portion the amount of the such Revolving Loans held by it in respect of the aggregate outstanding Revolving Credit CommitmentsLoans denominated in Dollars; payments in respect of Euro Revolving Loans received by the Administrative Agent shall be distributed to each Revolving Credit Lender on a pro rata basis in accordance with the amount of the Euro Revolving Loans held by it in respect of the aggregate outstanding Euro Revolving Loans; payments in respect of the Term Loans received by any the Administrative Agent shall be distributed to each applicable Term Loan Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
. Except for payments and other amounts applied in accordance with the provisions of clause (g) The Borrowers hereby irrevocably waive the right below (or required to direct the application of any and be applied in accordance with Section 2.10(c) (Mandatory Prepayments)), all payments in respect of the Obligations and any proceeds other amounts made to or received by any Agent, Lender or Issuer from, or for the benefit of, each Borrower shall be applied as follows, solely for the account of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (such Borrower:
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans), Section 2.15 (Capital Adequacy) or Section 2.16 (Taxes) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment FeeLoans), 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.9(b) or (d) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s 's Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.9(b) (Mandatory Prepayments) and clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), shall apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account 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 that 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 Secured Obligations in respect of any expense reimbursements or indemnities and Facility Cash Management Obligations then due to the Administrative Agent, the Lenders and the Issuers;
(iii) third, to pay Secured Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers;
(iv) fourth, to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit);
(v) fifth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations;
(vi) sixth, to pay or prepay principal amounts on the Loans and Reimbursement Obligations, ratably to the aggregate principal amount of such reserved Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts,
(vii) seventh, to pay up to $1,000,000 in Cash Management Obligations and up to $10,000,000 in amounts owing with respect to Hedging Contracts to the extent that the Administrative Agent has been notified to establish Availability Reserves and has done so with respect to such Obligations, ratably to the aggregate principal amount of such reserved Obligations;
(viii) eighth, to the ratable payment of all other Secured Obligations (including Cash Management Obligations and Hedging Contracts to the extent not applied in respect of such Obligations in clause (vii) above); and
(ix) ninth, to the Borrower to the extent of any remaining proceeds; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Secured Obligation described in any of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above the available funds being applied with respect to any such Secured Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Secured Obligation ratably, based on the proportion of the Administrative Agent's and each Lender's or Issuer's interest in the aggregate outstanding Secured Obligations described in such clauses; provided, however, that payments that would otherwise be allocated to the Revolving Credit Lenders shall be allocated first to repay Protective Advances and Swing Loans pro rata and then to the Revolving Credit Lenders. The order of priority set forth in clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above may at any time and from time to time be changed by the agreement of all 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 by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses (i), (ii) and (iii) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Requisite Lenders.
(h) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans and Protective Advances may be paid from the proceeds of Swing
Appears in 1 contract
Samples: Credit Agreement (WCI Steel, Inc.)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off Credit Agreement Macquarie Infrastructure Company Inc. or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.14 (Capital Adequacy), Section 2.16 2.15 (Taxes) or Section 2.14(c2.13(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDollars.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.8(b) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by Credit Agreement Macquarie Infrastructure Company Inc. such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates; provided that all payments in respect of principal of the Loans shall be applied first to repay any amounts outstanding under the Working Capital Sublimit and, second, to repay all other Loans. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.8(b) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) to be made by it not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York City time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars to the applicable Agent at its address referred to in Section 11.8 8.2 (Noticesexcluding, Etc.) for such purpose, any address to which copies are to be sent), in immediately available funds each case in same day funds, without set-off deduction, counterclaim or counterclaimoffset of any kind. Each The Agent shall will promptly thereafter cause to be distributed immediately available to the Banks like funds relating to the payment of principal, interest or any fees payable to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, Banks for the account of their respective Applicable Lending Offices; provided, howeverand like funds relating to the payment of any other amount payable to any Bank or Issuing Bank to such Bank or Issuing Bank, that amounts as the case may be, for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. The Agent will promptly pay to the Collateral Agent like funds relating to the payment of any amount payable to the Collateral Agent. In no event shall any Bank be entitled to share any fee paid to the Agent pursuant to Section 2.15 (Capital Adequacy2.11(a), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be any other fee paid only to the affected Lender Agent, as such, or Lenders and amounts payable with respect any Fronting Fee, other fee, cost or charge paid to Swing Loans shall be paid only an Issuing Bank pursuant to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business DaySection 2.11(b)(i).
(bi) All computations of interest and based on clause (a) of fees the definition herein of "Base Rate" shall be made by the applicable Agent on the basis of a year of 365 or 366 days, as the case may be, and (ii) all computations of Letter of Credit Fees, Commitment Fees, Fronting Fees and all other fees and of interest based on the Eurodollar Rate, the Federal Funds Rate and interest pursuant to Section 2.17 shall be made by the Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 interest, Letter of Credit Fees, Commitment Fees, Fronting Fees or other fees are payable. Each determination by such the Agent of a an interest rate of interest or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 interest, Commitment Fee, Letter of Credit Fee, Fronting Fee or feesany other fee hereunder, as the case may be; provided, however, that that, if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE Rate Loan Revolving Credit Advances to be made in the next following calendar month, such payment shall be made on the immediately next preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ed) Unless any the Agent shall have received notice from the applicable a Borrower to the Lenders prior to the date on which any payment is due by such Borrower to any Bank hereunder that such Borrower will not make such payment in full, such the Agent may assume that such Borrower has made such payment in full to such the Agent on such date and such the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender Bank on such due date an amount equal to the amount then due such LenderBank hereunder. If and to the extent that such Borrower shall not have so made such payment in full to such the Agent, each applicable Lender Bank shall repay to such the Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon (in the case of the Administrative Agentthereon, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to such the Agent, at the Federal Funds Rate.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars to the applicable Administrative Agent or the Swing Loan Lender, as applicable, at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 1:00 p.m. (Local TimeNew York time) shall be deemed to be received on the next Business DayDay (in the Administrative Agent’s sole discretion).
(b) All computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 payablepayable except for interest in connection with Base Rate Loans which shall be calculated on the basis of the actual number of calendar days in the applicable year. Each determination by such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of (i) any Revolving Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment and (ii) any Term Loans shall be applied first, pro rata to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; providedAMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate LoansINC.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and and, thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any 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 Loans except as otherwise specified in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.8(b) (
Appears in 1 contract
Samples: Credit Agreement (Knology Inc)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) under any Loan Document not later than 2:00 p.m. (Local Time) 11:00 A.M. on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) dollars to the applicable Administrative Agent at its address referred to Payment Office in Section 11.8 (Notices, Etc.) in immediately available same day funds without set-off setoff, deduction or counterclaim. Each The Administrative Agent shall will promptly thereafter cause to be distributed immediately available like funds relating to the payment of principal, principal or interest or fees the commitment fee ratably (other than amounts payable pursuant to Section 2.6, Section 2.10, Section 2.13 or Section 8.4(b)) to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, Banks for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only and like funds relating to the affected Lender or Lenders and amounts payment of any other amount payable with respect to Swing Loans shall be paid only any Bank to such Bank for the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed account of its Applicable Lending Office, in each case to be received on applied in accordance with the next Business Dayterms of this Agreement.
(b) All computations of interest and based on the Base Rate (except during such times as the Base Rate is determined pursuant to clause (a) of fees the definition thereof) shall be made by the applicable Administrative Agent on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case may be, and, subject to Section 8.8, all computations of Obligations bearing interest at based on the Eurodollar Rate, the Federal Funds Rate or, during such times as the Base Rate is determined pursuant to clause (a) of the definition thereof, the Base Rate and all computations of the Unused Commitment Fee)commitment fee shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.6 shall be made by a Bank, 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 or commitment fee is payable. Each determination by such the Administrative Agent (or, in the case of Section 2.6, by a Bank) of an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 feesthe commitment fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE Rate Loan Advances to be made in the next following calendar month, such payment shall be made on the immediately next preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ed) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent that such the Borrower shall not have so made such payment in full to such the Administrative Agent, each applicable Lender shall Bank shall, subject to Section 8.8, repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon (in the case of the Administrative Agentthereon, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender Bank until the earlier of (i) the date such Bank repays such amount to the Administrative Agent and (ii) the date two Business Days after the date such amount is so distributed, at the Federal Funds Rate and thereafter until the date such Lender Bank repays such amount to such Agentthe Administrative Agent at the Federal Funds Rate plus 2%.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 12:00 noon (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 12:00 noon (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate LoansCREDIT AGREEMENT CONSTAR INTERNATIONAL INC.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) 2.9 (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) 2.9 (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars to the applicable Administrative Agent or the Swing Loan Lender, as applicable, at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 1:00 p.m. (Local TimeNew York time) shall be deemed to be received on the next Business DayDay (in the Administrative Agent’s sole discretion).
(b) All computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 payablepayable except for interest in connection with Base Rate Loans which shall be calculated on the basis of the actual number of calendar days in the applicable year. Each determination by such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of (i) any Revolving Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment and (ii) any Term Loans shall be applied first, pro rata to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and and, thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (2.9
Appears in 1 contract
Samples: Credit Agreement (Knology Inc)
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) to be made by it not later than 2:00 p.m. 11:00 A.M. (Local TimeNew York City time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) U.S. dollars to the applicable Agent at its New York address referred to in Section 11.8 (Notices, Etc.) 8.02 in immediately available funds without set-off or counterclaimsame day funds. Each The Agent shall will promptly thereafter cause to be distributed immediately available like funds relating to the payment of principal, interest or commitment fees ratably (other than amounts payable pursuant to Sections 2.02(c), 2.07, 2.11, 2.14, 2.16 or 8.04(b)) to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, Banks for the account of their respective Applicable Lending Offices; provided, howeverand like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, that amounts payable in each case to be applied in accordance with the terms of this Agreement. In no event shall any Bank be entitled to share any fee paid to the Agent pursuant to Section 2.15 (Capital Adequacy2.03(b), any auction fee paid to the Agent pursuant to Section 2.16 (Taxes2.16(a)(i) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be any other fee paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business DayAgent, as such.
(b) [Intentionally omitted.]
(i) All computations of interest based on clause (a) of the definition herein of Base Rate and of commitment fees shall be made by the applicable Agent on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case may be, and (ii) all computations of Obligations bearing interest at based on the Eurodollar Rate, the Federal Funds Rate or clause (b) of the definition herein of Base Rate shall be made by the Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Bank, on the Unused Commitment Fee)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 or commitment fees are payable. Each determination by such the Agent (or, in the case of Section 2.07, by a Bank) of an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 feescommitment fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE Rate Loan Advances to be made in the next following calendar month, such payment shall be made on the immediately next preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Agent shall have received notice from the applicable a Borrower to the Lenders prior to the date on which any payment is due by such Borrower to any Bank hereunder that such Borrower will not make such payment in full, such the Agent may assume that such Borrower has made such payment in full to such the Agent on such date and such the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender Bank on such due date an amount equal to the amount then due such LenderBank hereunder. If and to the extent that such Borrower shall not have so made such payment in full to such the Agent, each applicable Lender Bank shall repay to such the Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon (in the case of the Administrative Agentthereon, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to such the Agent, at the Federal Funds Rate.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York City time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) ), except as specified in the following sentence, to the applicable Agent at its address referred to the Agent’s Office for payments in Section 11.8 (Notices, Etc.) such currency in immediately available funds without set-off setoff or counterclaim. Each The Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, Lenders in accordance with their Ratable Portions of the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Officesapplicable payment; provided, however, that (x) amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) 2.14 or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) 2.15 shall be paid only to the affected LC Facility Issuing Bank, Issuing Bank, Lender or Lenders and Lenders, (y) amounts payable with respect to Swing Swingline Loans shall be paid only to the applicable Swing LenderSwingline Lender and (z) amounts payable to the Issuing Banks and LC Facility Issuing Bank in accordance with Section 2.10 shall be paid directly to such Issuing Banks and LC Facility Issuing Bank. Payments received by any the Agent (or other applicable party) after 2:00 1:00 p.m. (Local TimeNew York City time) shall be deemed to be received on the next Business Day, in the Agent’s sole discretion.
(b) All computations of interest and of fees shall be made by the applicable Agent on the basis of a year of 360 days (other than computations of interest for LC Facility LC Fees, Base Rate Loans and Loans denominated in Sterling which shall be made by the Agent on the basis of a year of 365 or 365/366 days in 366 days, as the case of Obligations bearing interest at the Base Rate and the Unused Commitment Feemay be), 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 such the Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each Except as otherwise provided herein, each payment by the Borrowers a Borrower with respect to any Loan or Letter of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) Credit and each reimbursement of various costs, reimbursable expenses or other Obligation indemnified liabilities shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation liability was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever Except as otherwise provided herein, whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 that, if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE Eurocurrency 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Agent shall have received notice from the applicable any Borrower to the Lenders prior to the date on which any payment is due hereunder that the such Borrower will not make such payment in full, such the Agent may assume that the such Borrower has made such payment in full to such the Agent on such date and such the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Agent, each applicable Lender shall repay to such the Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Interbank Rate for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Hawker Beechcraft Quality Support Co)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York City time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, principal or interest or fees (to the applicable extent payable to the Lenders) to the Lenders, in accordance with the application of payments set forth in clause (f) or clauses (g) belowand (h) of this Section 2.13, as applicable, for the account of their respective Applicable Domestic Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy2.14(c), Section 2.16 (Taxes) 2.14(e), Section 2.15 or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) 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 applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York City time) shall be deemed to be received on the next succeeding Business Day.
(b) All computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 365/366 days (or 365/366 360 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Feefees), 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 such the Administrative Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) [Intentionally Omitted].
(d) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued Issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(de) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE BA 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 denominated in Dollars shall be applied first to repay such Loans outstanding as Base Prime Rate Loans or Eurodollar and then to repay such Loans outstanding as BA Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar BA Rate Loans having which have earlier expiring Eurodollar Interest Periods being repaid prior to those having which have later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ef) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable relevant Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable relevant Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate Prime Rate, for the first Business Day and Day, and, thereafter, at the rate applicable to Base Prime Rate Loans andLoans, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(fg) Except for payments and other amounts received by any Agent and applied in accordance with Subject to the provisions of clause (gh) below of this Section 2.13 (and except as otherwise provided in Section 2.9 or required to be applied elsewhere in accordance with Section 2.9(c) (Mandatory Prepayments)this Agreement), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower or any other Loan Party shall be applied as follows: first, to pay principal of, of and interest on, on any portion of the Loans such which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowers, Borrower; second, to pay all other Obligations then due and payable payable; and thirdthen, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit CommitmentsPortion; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; and and, unless provided otherwise herein, all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and the Issuers as are entitled thereto thereto, and, for such payments allocated if to the Lenders, in proportion to their respective Ratable Portions.
(gh) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Secured Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default Default, and agrees thatthat upon the termination of the Commitments or the acceleration of any of the Obligations pursuant to Section 9.2, notwithstanding the provisions Facility Agents shall apply all payments made to or received by any Facility Agent, any Lender or any Issuer constituting proceeds of Collateral (including all funds on deposit in the Special Cash Collateral Account or any Cash Collateral Account (including all proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice)) and all other payments made to or received by any Facility Agent, any Lender or any Issuer with respect to any Secured Obligations in the following order: 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; second, to pay interest on and then principal of any Swing Loan; third, to pay Secured Obligations in respect of any expense reimbursements (including indemnities) or Cash Management Obligations then due to the Facility Agents; fourth, to pay Secured Obligations in respect of any expense reimbursements (including indemnities) then due to the Lenders and the Issuers; fifth, to pay Secured Obligations in respect of any fees then due to the Facility Agents, the Lenders and the Issuers; sixth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; seventh, to pay or prepay principal payments on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 2.9(c9.3; eighth, to pay or prepay principal amounts on Secured Obligations in respect of Hedging Contracts and Cash Management Obligations, ratably (based on the proportional amounts thereof) to the aggregate principal amount of such Hedging Contracts and Cash Management Obligations; ninth, to the ratable (based on the proportional amounts thereof) payment of all other Secured Obligations; and tenth, as directed by the Borrower; 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 ninth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the applicable Agent’s and each applicable Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clause; and provided, however, that payments that would otherwise be allocated to the Lenders shall be allocated first to repay Protective Advances and Swing Loans pro rata and then to the Lenders. The order of priority set forth in clauses first through ninth of this Section 2.13(h) may at any time and from time to time be changed by the agreement of the Requisite Lenders and each adversely affected Lender without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or an Issuer, or any other Person. The order of priority set forth in clauses first through fifth of this Section 2.13(h) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders.
(i) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans and Protective Advances may be paid from the proceeds of Swing Loans or Revolving Loans. The Borrower hereby authorizes the Swing Loan Lender to make such Swing Loans pursuant to Section 2.3(a) and the Lenders to make Revolving Loans pursuant to Section 2.2(a) from time to time in the amounts of any and all principal payable with respect to the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums payable in respect of the Revolving Loans and Protective Advances, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Swing Loans and Revolving Loans and to distribute the proceeds of such Swing Loans and Revolving Loans to pay such amounts. The Borrower agrees that all such Swing Loans and Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.2 which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment required to be made by it hereunder (including fees and expenses) not later than 2:00 p.m. (Local TimeLondon time) on the day when due, in Dollars or Euros (depending on the currency specified herein (ordenomination of the Obligation being paid), if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 12.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause clauses (fe) or (ge) below, as applicable, for the account of their respective Applicable Eurocurrency Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.13 (Capital Adequacy), Section 2.16 2.14 (Taxes) or Section 2.14(c2.12(c) (Increased Costs) or (d) (Special Provisions Governing Eurodollar Rate LoansIllegality) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. (Local TimeLondon 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such Agent the Administrative Agent, as applicable, of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.. CREDIT AGREEMENT FMC FINANCE B.V.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Eurocurrency Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments made of any Revolving Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Eurocurrency Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ed) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the applicable Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, specified in the case of the Mexican Facility Agent, at the Peso Base RateSection 2.8(a) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(fe) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (gf) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(gf) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (e) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c9.2 (Remedies), shall, apply all payments in respect of any Obligations and all funds on deposit in any cash collateral account in the following order: First, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent; Second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders; Third, to pay Obligations in respect of any fees then due to the Administrative Agent and the Lenders; Fourth, to pay interest then due and payable in respect of the Revolving Loans; CREDIT AGREEMENT FMC FINANCE B.V. Fifth, to pay or prepay principal amounts on the Revolving Loans ratably to the aggregate principal amount of such Loans; and Sixth, 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 sixth, the available funds being applied with respect to any such 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 and each Lender’s interest in the aggregate outstanding Obligations described in such clauses; provided, further, that the funds allocated to the Lenders shall be used to pay, first, 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 (unless the Administrative Agent shall have received from such Lender, prior to making such Advance, a notice of the type described in Section 2.2(d)), and this proviso and the order of priority set forth in clauses first through second of this Section 2.11(f) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders. The order of priority set forth in clauses first through sixth of this Section 2.11(f) may at any time and from time to time be changed by the agreement of the Requisite Lenders (and the Administrative Agent, if required pursuant to the preceding sentence) without necessity of notice to or consent of or approval by the Borrower or any other Person.
(g) At the option of the Administrative Agent, interest, fees, expenses and other sums due and payable in respect of the Loans may be paid from the proceeds of Revolving Loans. The Borrower hereby authorizes the Lenders to make Revolving Loans pursuant to Section 2.2(a) (Borrowing Procedures) from time to time in such Lender’s discretion, that are in the amounts of any and all interest, fees, expenses and other sums payable in respect of the Loans, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Revolving Loans and to distribute the proceeds of such Revolving Loans to pay such amounts. The Borrower agrees that all such Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.2 (Conditions Precedent to Each Loan), which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Payments and Computations. (aA) The Borrowers Borrower (pursuant to Section 2.7(B) or 2.7(C) and as otherwise permitted in this Agreement) shall make each payment and prepayment hereunder (including and under the Advances in respect of principal, interest, expenses, indemnities, fees and expenses) or other Obligations due from the Borrower not later than 2:00 p.m. 4:00 P.M. (Local TimeSan Xxxx, Puerto Rico time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) U.S. Dollars to the applicable Agent Agent, for the ratable benefit of the Lenders, at its address referred to in Section 11.8 (Notices9.3, Etc.) in immediately available funds without set-off or counterclaimavailable, same day funds. Each The Agent shall will promptly thereafter cause like funds to be distributed immediately available funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest interest, fees or fees any other Obligations then payable hereunder to more than one Lender, to the applicable corresponding Funding Agent, for the benefit of such Lenders, ratably in accordance with the amounts of such respective Obligations then payable to such Lenders, and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, to the corresponding Funding Agent, for the benefit of such Lender, in each case to be applied in accordance with the terms of this Agreement. Payments on Obligations may also be made by the application of payments set forth funds in clause (fthe Collection Account or the Takeout Transaction Account as provided in Section 2.7(B) or (g) below2.7(C), as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and of fees for Advances made under the Base Rate shall be made by the applicable Agent on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case of Obligations bearing interest at the Base Rate may be, and the Unused Commitment Fee), in each case for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or fees are is payable. Each determination by such the Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(cB) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for All payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Rate Loan to be made in respect of fees, if any, due to the next calendar month, such payment Agent from the Borrower hereunder shall be made on the immediately preceding Business Day. All repayments date when due without presentment, demand, protest or notice of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified kind, all of which are hereby expressly waived by the Company Borrower, and without setoff, counterclaim or other deduction of any nature (other than with respect to Taxes pursuant to Section 2.15), and an action therefor shall immediately accrue. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that company if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loanspublicly disclosed.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 10.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed in immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section Sections 2.14 (Increased Costs), 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c2.13(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest in respect of interest at the Base Rate (except during such times as the Base Rate is determined pursuant to clause (c) of the definition thereof) shall be made by the Administrative Agent on the basis of a 365/366-day year and actual days elapsed; all other computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation Loan (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDollars.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowersdue and payable, second, to pay all other Obligations of the Borrower then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Required Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c8.1, shall, apply all payments in respect of any Obligations of the Borrower in the following order:
(i) first, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
(ii) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders;
(iii) third, to pay Obligations in respect of any fees then due to the Administrative Agent and the Lenders;
(iv) fourth, to pay interest then due and payable in respect of the Loans;
(v) fifth, to pay or prepay principal amounts on all Loans ratably to the aggregate principal amount of such Loans; and
(vi) sixth, 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 Obligation described in any of clauses (i) through (vi) above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation ratably, based on the proportion of the Administrative Agent’s and each Lender’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses (i) through (vi) above may at any time and from time to time be changed by the agreement of the Required Lenders without necessity of notice to or consent of or approval by the Borrower or by any other Person that is not a Lender. The order of priority set forth in clauses (i) through (iii) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Required Lenders.
Appears in 1 contract
Samples: Term Loan Agreement (Boardwalk Pipeline Partners, LP)
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment required to be made by it hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in Dollars or Euros (depending on the currency specified herein (ordenomination of the Obligation being paid), if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 12.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause clauses (fe) or (gf) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.16 (Capital Adequacy), Section 2.16 2.17 (Taxes) or Section 2.14(c2.15(c) (Increased Costs) or (d) (Special Provisions Governing Eurodollar Rate LoansIllegality) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest (other than the Overdraft Advance Interest Rate) and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent or the Swing Loan Lender, as applicable, of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Eurocurrency Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments made of any Revolving Loans denominated in Dollars or Term Loans shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Eurocurrency Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base , with those Eurocurrency Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(ed) Unless any the Administrative Agent shall have received notice from the applicable U.S. Borrower to the Lenders prior to the date on which any payment is due hereunder that such the applicable Borrower will not make such payment in full, such the Administrative Agent may assume that such the applicable Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the applicable Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate Rate, for the first Business Day and after such demand, and, thereafter, at the rate applicable to Base Rate Loans andLoans, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.. CREDIT AGREEMENT FMC CORPORATION
(fe) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (gf) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers any Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowersapplicable Borrower, second, to pay all other Obligations then due and payable and third, as the Company U.S. Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any the Administrative Agent shall be distributed to each Term Loan Lender in accordance with such Lender’s Ratable Portion of the Term Loans; payments in respect of and Competitive Bid Loans shall be applied ratably to the Competitive Bid Loans then due; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(gf) The Borrowers Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (e) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c9.2 (Remedies), shall, apply all payments in respect of any Obligations and all funds on deposit in any cash collateral account in the following order: First, to pay Obligations in respect of any expense reimbursements or indemnities and Cash Management Obligations then due to the Administrative Agent; Second, to pay Obligations in respect of any expense reimbursements or indemnities and Cash Management Obligations then due to the Lenders and the Issuers; Third, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; Fourth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; Fifth, to pay or prepay principal amounts on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts, Cash Management Obligations, and Obligations owing with respect to Hedging Contracts; and Sixth, 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 sixth, the available funds being applied with respect to any such 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 and each Lender’s and Issuer’s interest in the aggregate outstanding Obligations described in such clauses; provided, further, that the funds allocated to the Revolving Credit Lenders and Issuers shall be used to pay, first, interest on and then principal of any portion of the Revolving Loans which the CREDIT AGREEMENT FMC CORPORATION 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 applicable Borrower (unless the Administrative Agent shall have received from such Lender, prior to making such Advance, a notice of the type described in Section 2.2(d)), and this proviso and the order of priority set forth in clauses first through second of this Section 2.14(f) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Revolving Credit Lenders and the Requisite Term Loan Lenders. The order of priority set forth in clauses first through sixth of this Section 2.14(f) may at any time and from time to time be changed by the agreement of the Requisite Revolving Credit Lenders and the Requisite Term Loan Lenders without necessity of notice to or consent of or approval by any Borrower or any other Person.
(g) At the option of the Administrative Agent, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans may be paid from the proceeds of Revolving Loans. The U.S. Borrower hereby authorizes the Revolving Credit Lenders to make Revolving Loans pursuant to Section 2.2(a) (Borrowing Procedures) from time to time in such Revolving Credit Lender’s discretion, that are in the amounts of any and all Reimbursement Obligations, interest, fees, expenses and other sums payable in respect of the Loans, and further authorizes the Administrative Agent to give the Revolving Credit Lenders notice of any Borrowing with respect to such Revolving Loans and to distribute the proceeds of such Revolving Loans to pay such amounts. The U.S. Borrower agrees that all such Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), which conditions the Revolving Credit Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days or, in the case of Obligations bearing interest accruing at the Base Rate and the Unused Commitment FeeRate, 365 days or 366 days, as applicable), 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.9(b) or (d) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Notwithstanding the provisions of Section 2.9(d) (Mandatory Prepayments) above, the Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.9(b) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 12:00 noon (Local TimeNew York time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy)2.15, Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days or, in the case of Obligations Loans bearing interest at the Base Rate and the Unused Commitment Feeby reference to Citibank’s base rate, a year of 365 or, if applicable, 366 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation Loan (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation Obligations shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDollars.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base , with those Eurodollar Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such the Administrative Agent may assume that such Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the applicable Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers a Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans of such Borrower the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowerssuch Borrower, second, to pay all other Obligations of such Borrower then due and payable and third, as the Company applicable Borrower so designates. Payments in respect of Swing the Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit applicable Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term applicable 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, for such payments allocated to the applicable Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) and clause (f) above shall apply all payments in respect of any Obligations and all other proceeds of Collateral in the following order:
(i) first, to pay interest on and then principal of any portion of the Loans that 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 Borrowers;
(ii) second, to pay Secured Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
(iii) third, to pay Secured Obligations in respect of any expense reimbursements or indemnities then due to the Lenders;
(iv) fourth, to pay Secured Obligations in respect of any fees then due to the Administrative Agent, the Lenders;
(v) fifth, to pay interest then due and payable in respect of the Loans (or after the Conversion Date, the Term Loans);
(vi) sixth, to pay or prepay principal amounts on the Loans; and
(vii) seventh, to the ratable payment of all other Secured Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Secured Obligation described in any of clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above, the available funds being applied with respect to any such Secured Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Secured Obligation ratably, based on the proportion of the Administrative Agent’s and each Lender’s interest in the aggregate outstanding Secured Obligations described in such clauses. The order of priority set forth in clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above 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 either Borrower, any Secured Party that is not a Lender or by any other Person that is not a Lender. The order of priority set forth in clauses (i), (ii), (iii) and (iv) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Requisite Lenders.
Appears in 1 contract
Samples: Credit Agreement (Prologis)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days or, in the case of Obligations bearing interest accruing at the Base Rate and the Unused Commitment FeeRate, 365 days or 366 days, as applicable), 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.9(b) or (d) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Notwithstanding the provisions of Section 2.9(d) (Mandatory Prepayments) above, the Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (2.9
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 A.M. (Local TimeNew York City time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, principal or interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (fd) or (g) belowof this Section 2.8, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 A.M. (Local TimeNew 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee), in each case for the actual number of days (including the first twelve 30-day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by such Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest errormonths.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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.
(d) All payments in respect of any Obligations and all other proceeds of Collateral shall be applied by the Administrative Agent in the following order:
(i) first, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders;
(ii) second, to pay interest or feesthen due and payable in respect of the Loans;
(iii) third, as to pay principal payments on the case may beLoans, ratably to the aggregate principal amount of such Loans; and
(iv) fourth, to the ratable payment of all other Obligations; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE Rate Loan sufficient funds are not available to fund all payments to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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 of the Obligations described in any of the foregoing clauses first through fourth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenderspayment of such Obligations ratably, based on the proportion of each Lender's interest in proportion to their respective Ratable Portionsthe aggregate outstanding Obligations described in such clauses.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Subordinated Credit Agreement (Republic Technologies International Holdings LLC)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any the Administrative Agent after 2:00 p.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Applicable Unused Commitment FeeFee Rate), 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit CommitmentsFacility; payments in respect of the Term B-1 Loans received by any the Administrative Agent shall be distributed to each Term B-1 Lender in accordance with such Lender’s Ratable Portion of the Term LoansB-1 Loan Facility; payments in respect of Term B-2 Loans received by the Administrative Agent shall be distributed to each Term B-2 Lender in accordance with such Lender’s Ratable Portion of the Term B-2 Loan Facility; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Payments and Computations. (aA) The Borrowers Borrower (through the Paying Agent pursuant to Section 2.7(B) or 2.7(C) and as otherwise permitted in this Agreement) shall make each payment and prepayment hereunder (including and under the Advances in respect of principal, interest, expenses, indemnities, fees and expenses) or other Obligations due from the Borrower not later than 2:00 p.m. 4:00 P.M. (Local TimeNew York City time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) U.S. Dollars to the applicable related Funding Agent at its address referred to in Section 11.8 (Notices, Etc.) 10.3 or to such account provided by such Funding Agent in immediately available funds without setavailable, same-off or counterclaimday funds. Each Agent shall promptly thereafter cause to Payments on Obligations may also be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with made by the application of payments set forth funds in clause (fthe Collection Account or the Takeout Transaction Account as provided in Section 2.7(B) or (g) below2.7(C), as applicable, for or the account making of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to additional Advances as provided in Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender2.4. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and of fees for Advances made under the Base Rate shall be made by the applicable Funding Agent (which shall provide the Borrower with the related invoice setting forth such amounts) on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case of Obligations bearing interest at the Base Rate may be, and the Unused Commitment Fee), in each case for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable. All other computations of fees and fees are interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by such a Funding Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.
(cB) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for All payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Rate Loan to be made in respect of fees, if any, due to the next calendar month, such payment Agent from the Borrower hereunder shall be made on the immediately preceding Business Day. All repayments date when due without presentment, demand, protest or notice of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified kind, all of which are hereby expressly waived by the Company to the Administrative Agent in writing (which writing may be by telecopy Borrower, and without setoff, counterclaim or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments other deduction of any Loans denominated in Pesos nature (other than with respect to Taxes pursuant to Section 2.15), and an action therefor shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican immediately accrue. The Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; providedagrees that, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such there are insufficient funds in the Agent’s Account, to make any payment under this clause (B) when due, the Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to immediately pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then amounts due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portionsthat remain unpaid.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 11.9 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars or Term Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s 's Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any the Administrative Agent shall be distributed to each Term Loan Lender in accordance with such Lender’s '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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Datapath Inc)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) under the Note not later than 2:00 p.m. 11:00 A.M. (Local TimeNew York City time) on the day when duedue in Dollars to the Lender at the Lender’s Account in same day funds. Partial payments of overdue amounts in respect of fees, expenses, interest and/or principal shall (unless specifically provided for elsewhere herein or in any other Loan Document) be applied to the payment of such overdue fees, expenses, interest and/or principal, as the case may be, in such order as the currency specified herein Lender may determine.
(orb) The Borrower hereby authorizes the Lender, if no such currency is specified, in Dollars) and to the applicable Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each Agent shall promptly thereafter cause to be distributed immediately available funds relating to the extent payment of principal, interest or fees owed to the applicable LendersLender is not made when due hereunder or under the Note held by the Lender, in accordance to charge from time to time against any or all of the accounts of the Borrower with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business Dayamount so due.
(bc) All computations of interest and of fees shall be made by the applicable Agent Lender, on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee), 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 is payable. Each determination by such Agent the Lender of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder or under the Note shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 feescommitment fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE Rate Loan the Advances to be made in the next following calendar month, such payment shall be made on the immediately next preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein of the underlying Loan (or, if no such currency is specified, in Dollarsthe case of payments of principal and interest) and in Dollars (in the case of fees and all other amount) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Eurocurrency Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and for Base Rate Loans determined by reference to the rate of fees interest specified in clause (a) of the definition “Base Rate” shall be made by the applicable Agent on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360 day year and actual days elapsed (which results in more fees or 365/366 days interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of Obligations bearing interest at in respect of Loans denominated in Euro as to which market practice differs from the Base Rate and the Unused Commitment Fee)foregoing, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which accordance with such interest and fees are payablemarket practice. Each determination by such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 Eurocurrency Rate Loan or Peso TIIE EURIBOR 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 denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Eurocurrency Rate Loans and then, to repay such Loans outstanding as Peso TIIE EURIBOR Rate Loans, ratably, with those Eurocurrency Rate Loans and EURIBOR Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.9(b) or (d) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Notwithstanding the provisions of Section 2.9(d) (Mandatory Prepayments) above, the Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.9(b) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) to be made by it not later than 2:00 p.m. 11:00 A.M. (Local TimeNew York City time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) U.S. dollars to the applicable Agent at its New York address referred to in Section 11.8 (Notices8.2 in same day funds, Etc.) in immediately available funds without set-off deduction, counterclaim or counterclaimoffset of any kind. Each The Agent shall will promptly thereafter cause to be distributed immediately available like funds relating to the payment of principal, interest or commitment fees ratably (other than amounts payable pursuant to Sections 2.2(c), 2.7, 2.11, 2.14, 2.16 or 8.4(b)) to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, Banks for the account of their respective Applicable Lending Offices; provided, howeverand like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, that amounts payable in each case to be applied in accordance with the terms of this Agreement. In no event shall any Bank be entitled to share any fee paid to the Agent pursuant to Section 2.15 (Capital Adequacy2.3(b), any auction fee paid to the Agent pursuant to Section 2.16 (Taxes2.16(a)(i) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be any other fee paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business DayAgent, as such.
(b) [Intentionally Blank]
(i) All computations of interest based on clause (a) of the definition herein of Base Rate and of commitment fees shall be made by the applicable Agent on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case may be, and (ii) all computations of Obligations bearing interest at based on the Eurodollar Rate, the Federal Funds Rate or clause (b) of the definition herein of Base Rate shall be made by the Agent, and all computations of interest pursuant to Section 2.7 shall be made by a Bank, on the Unused Commitment Fee)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 or commitment fees are payable. Each determination by such the Agent (or, in the case of Section 2.7, by a Bank) of an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 feescommitment fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE Rate Loan Advances to be made in the next following calendar month, such payment shall be made on the immediately next preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due by the Borrower to any Bank hereunder that such the Borrower will not make such payment in full, such the Agent may assume that such the Borrower has made such payment in full to such the Agent on such date and such the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender Bank on such due date an amount equal to the amount then due such LenderBank hereunder. If and to the extent that such the Borrower shall not have so made such payment in full to such the Agent, each applicable Lender Bank shall repay to such the Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon (in the case of the Administrative Agentthereon, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to such the Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with , at the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Federal Funds Rate. 364-Day Credit Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (23
Appears in 1 contract
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred the account specified by the Administrative Agent from time to in Section 11.8 (Notices, Etc.) time in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest interest, fees or fees other amounts to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Eurocurrency Rate Loans), Section 2.16 (Capital Adequacy), or Section 2.17 (Taxes) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable affected Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 1:00 p.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of (i) interest and of fees on Eurocurrency Rate Loans (other than Sterling Term Loans) shall be made by the applicable Administrative Agent on the basis of a year of 360 days and (ii) all fees payable hereunder and interest for Base Rate Loans and Sterling Term Loans shall be made by the Administrative Agent on the basis of 365 or 365/366 days in 366 days, as the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)may be, 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers a Borrower of any Loan, Reimbursement Obligation (including interest or fees (but excluding Unused Commitment Fees which shall be paid in Dollars) in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDocument.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Eurocurrency 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 Dollar Revolving Loans denominated in Dollars or U.S. Term Loans shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Eurocurrency Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base , with those Eurocurrency Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(e) Unless any the Administrative Agent shall have received notice from the applicable any Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such the Administrative Agent may assume that such Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Interbank Rate for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.8 (Optional Prepayments) or Section 2.9 (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers any Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced to such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowerssuch Borrower, second, to pay all other Obligations of such Borrower then due and payable as set forth in the following sentence and third, as the Company so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing LenderLoan Lender that has made such Swing Loans; payments in respect of any Revolving Loans Loan received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s 's Ratable Portion of the applicable Revolving Credit Commitments; payments in respect of the any Term Loans Loan received by any the Administrative Agent shall be distributed to each applicable Term Lender in accordance with such Lender’s 's Ratable Portion of the Term Loansthereof; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Secured Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.8 (Optional Prepayments), Section 2.9 (Mandatory Prepayments) or clause (f) above, the Administrative Agent upon the acceleration of the Obligations pursuant to Section 9.2 (Remedies) shall apply all payments received through the enforcement of any Loan Document against any Loan Party in the following order:
(i) first, to pay interest on and then principal of any portion of the Loans that are Secured Obligations of such Loan Party that 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 any Loan Party;
(ii) second, to pay Secured Obligations that are Secured Obligations of such Loan Party in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
(iii) third, to pay Secured Obligations that are Secured Obligations of such Loan Party in respect of any expense reimbursements or indemnities then due to the Lenders and Issuers;
(iv) fourth, to the ratable payment of all other Secured Obligations of such Loan Party (including any Cash Management Obligations and Hedging Obligations that are Secured Obligations of such Loan Party); provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Secured Obligations of the applicable Loan Party described in any of clauses (i) through (iv) above, the available funds being applied with respect to any such Secured Obligations of each Loan Party (unless otherwise specified in such clause) shall be allocated to the payment of such Secured Obligations ratably, based on the proportion of the Administrative Agent's, each Lender's or Issuer's and any other holder's of Secured Obligations interest in the aggregate outstanding Secured Obligations described in the applicable clause. In providing for such allocation, the Administrative Agent shall take into account the provisions of Section 9.5 (Collection Allocation Mechanism) and the CAM Exchange. Notwithstanding the CAM Exchange, any amount received by the Administrative Agent in an Alternate Currency that would otherwise be distributed to any Lender which immediately prior to the CAM Exchange held only Commitments and/or Loans denominated in Dollars shall be converted to Dollars at the then applicable exchange rate by the Administrative Agent prior to being distributed to such Lenders. The order of priority set forth in clauses (i) through (iv) above may at any time and from time to time be changed with the consent of each Lender whose consent would be required pursuant to Section 11.1 (Amendments, Waivers, Etc.) without necessity of notice to or consent of or approval by the Borrowers, any Secured Party that is not a Lender or Issuer or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses (i) through (iv) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Lenders whose consent is required by Section 11.1 (Amendments, Waivers, Etc.).
(h) A payment of interest on a Note satisfies the applicable Borrower's obligation to pay an equivalent amount of interest under Section 2.10 (Interest).
Appears in 1 contract
Samples: Credit Agreement (Acco Brands Corp)
Payments and Computations. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrowers Borrower shall make each payment and prepayment hereunder (including fees and expenses) not later than 2:00 p.m. (Local Time) on the day when due, (i) in the case of Loans, in the currency specified herein in which such Loan is denominated, (or, if no such currency is specifiedii) in the case of Reimbursement Obligations, in Dollarsthe currency of the applicable Letter of Credit, (iii) in the case of any accrued interest payable on a Loan or Reimbursement Obligation, in the currency of such Loan or Reimbursement Obligation, as applicable, and (iv) in the case of all other payments under each Loan Document, in Dollars except as otherwise expressly provided herein or therein, in each case to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agent at its address referred to Administrative Agent’s Office for payment and in Section 11.8 (NoticesSame Day Funds without condition or deduction for any defense, Etc.) in immediately available funds without recoupment, set-off or counterclaim. Each The Administrative Agent shall will promptly thereafter cause distribute to be distributed immediately available each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (Local Time) shall shall, in each case be deemed to be received on the next Business Day.5339129.14 56
(b) All computations of interest and of fees for Base Rate Loans shall be made by the applicable Agent on the basis of a year of 360 365 days (or 365/366 days in 366 days, as the case may be, and actual days elapsed. All other computations of Obligations bearing fees and interest at shall be made on the Base Rate basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the Unused Commitment Feebasis of a 365-day year), in . Interest shall accrue on each case Loan for the actual number of days day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one (including the first day but excluding the last 1) day) occurring in the period for which such interest and fees are payable. Each determination by such the Administrative Agent of a an interest rate of interest or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Eurocurrency 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay any such Loans outstanding as Base Rate Loans and then, to repay any such Loans outstanding as Eurodollar Eurocurrency Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding , with those Eurocurrency Rate Loans, as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day applicable, having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(ed) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent maymay (but shall not be so required to), in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment to the Administrative Agent in full to such AgentSame Day Funds in the applicable currency, then each applicable Lender shall repay to such the Administrative Agent forthwith on demand the portion of such amount distributed assumed payment that was made available to such Lender in Same Day Funds in the applicable currency, together with interest thereon (in the case respect of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from and including the date such amount was made available to such Lender to the date such amount is distributed repaid to such Lender until the date such Lender repays such amount Administrative Agent in Same Day Funds in the applicable currency at the applicable Overnight Rate from time to such Agenttime in effect.
(fe) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (gSection 10.2(b) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)2.9), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to 5339129.14 57
(f) At the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion option of the Revolving Credit Commitments; payments Administrative Agent, principal on Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Term Loans received by any and Protective Advances may be paid from the proceeds of Revolving Loans unless the Borrower makes such payments on the next succeeding Business Day after the Borrower receives written notice from the Administrative Agent shall be distributed to each Term Lender in accordance with requesting 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 payments. The Borrower hereby authorizes the Lenders and Issuers as are entitled thereto and, for to make such payments allocated Loans pursuant to Section 2.2(a) from time to time in the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application amounts of any and all payments principal payable with respect to Reimbursement Obligations, interest, fees, expenses and other sums payable in respect of the Obligations Loans and Protective Advances, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Revolving Loans and to distribute the proceeds of Collateral after such Revolving Loans to pay such amounts. The Borrower agrees that all such Revolving Loans so made shall be deemed to have been requested by it (irrespective of the occurrence satisfaction of the conditions in Section 4.2, which conditions the Lenders irrevocably waive) and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Credit Agreement (eHealth, Inc.)
Payments and Computations. (a) The Borrowers Borrower shall ------------------------- make each payment hereunder (including fees and expenses) under the Notes not later than 2:00 p.m. P.M. (Local TimeNew York City time) (or 11:00 A.M. (New York City time) if the Borrower does not maintain an account with such Lender) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) U.S. dollars to the applicable Agent Lender at its address referred to Applicable Lending Office in Section 11.8 (Noticessame day funds. From and after the effective date specified in each Assignment and Acceptance, Etc.) the Borrower shall make all payments hereunder and under the Notes in immediately available funds without set-off or counterclaim. Each Agent shall promptly thereafter cause to be distributed immediately available funds relating respect of the interest assigned thereby to the payment of principalLender assignee thereunder, interest or fees and the parties to the applicable Lenders, such Assignment and Acceptance shall make all appropriate adjustments in accordance with the application of such payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant periods prior to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business Daysuch effective date directly between themselves.
(b) [Intentionally left blank.]
(c) All computations of interest with respect to the A Advances based on the Base Rate and of fees shall be made by the applicable Agent Majority Lenders on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest (i) with respect to the B Advances, (ii) with respect to the A Advances based on the Adjusted CD Rate, the Eurodollar Rate or the Federal Funds Rate and (iii) pursuant to Section 2.07 shall be made by the Majority Lenders on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 is payable. Each determination by such Agent the Majority Lenders (or, in the case of Section 2.07, by a Lender) of an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 and 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 or Peso TIIE Rate Loan Advances to be made in the next following calendar month, such payment payment, shall be made on the immediately next preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Olin Corp)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days or, in the case of Obligations bearing interest accruing at the Base Rate and the Unused Commitment FeeRate, 365 days or 366 days, as applicable), 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.9(b) or (d) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Notwithstanding the provisions of Section 2.9(d) (Mandatory Prepayments) above, the Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (2.9
Appears in 1 contract
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 10.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed in immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Officesapplicable lending offices; provided, however, that amounts payable pursuant to Section 2.15 Sections 2.14 (Capital Adequacy), Section 2.16 2.15 (Taxes) or Section 2.14(c2.13(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Swingline Loans shall be paid only to the applicable Swing Swingline Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest in respect of interest at the Base Rate calculated pursuant to clause (a) of the definition thereof shall be made by the Administrative Agent on the basis of a 365/366-day year and actual days elapsed; all other computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDollars.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such the Administrative Agent may assume that such Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers each Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced to such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowerssuch Borrower, second, to pay all other Obligations of such Borrower then due and payable and third, as the Company such Borrower so designates. Payments in respect of Swing Swingline Loans received by any the Administrative Agent shall be distributed to the applicable Swing Swingline Lender; , payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Required Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c8.1, shall, apply all payments in respect of any Obligations of such Borrower in the following order:
(i) first, to pay interest on and then principal of any portion of the Loans that 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 such Borrower;
(ii) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent; (iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers;
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York City time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) ), except as specified in the following sentence, to the applicable Agent at its address referred to the Agent’s Office for payments in Section 11.8 (Notices, Etc.) such currency in immediately available funds without set-off setoff or counterclaim. Each The Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Applicable Lending Offices of the applicable Lenders, Lenders for such payments in accordance with their Ratable Portions of the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Officesapplicable payment; provided, however, that (x) amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) 2.14 or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) 2.15 shall be paid only to the affected LC Facility Issuing Bank, Issuing Bank, Lender or Lenders and Lenders, (y) amounts payable with respect to Swing Swingline Loans shall be paid only to the applicable Swing LenderSwingline Lender and (z) amounts payable to the Issuing Banks and LC Facility Issuing Bank in accordance with Section 2.10 shall be paid directly to such Issuing Banks and LC Facility Issuing Bank. Payments received by any the Agent (or other applicable party) after 2:00 1:00 p.m. (Local TimeNew 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 applicable Agent on the basis of a year of 360 days (other than computations of interest (i) for LC Facility LC Fees, Base Rate Loans, Canadian Base Rate Loans and Loans denominated in Sterling which shall be made by the Agent on the basis of a year of 365 or 365/366 days in 366 days, as the case may be, and (ii) for BA Rate Loans which shall be made by the Agent on the basis of Obligations bearing interest at the Base Rate and the Unused Commitment Feea year of 365 days), 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 such the Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each Except as otherwise provided herein, each payment by the Borrowers a Borrower with respect to any Loan or Letter of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) Credit and each reimbursement of various costs, reimbursable expenses or other Obligation indemnified liabilities shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation liability was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 that, if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE Eurocurrency 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 or Term Loans that are denominated in Dollars or Canadian Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans or Canadian Base Rate Loans, as applicable, and thensecond, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Eurocurrency Rate Loans or Peso TIIE BA Rate Loans, with those Eurocurrency Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day BA Rate Loans having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(e) Unless any the Agent shall have received notice from the applicable any Borrower to the Lenders prior to the date on which any payment is due hereunder that the such Borrower will not make such payment in full, such the Agent may assume that the such Borrower has made such payment in full to such the Agent on such date and such the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Agent, each applicable Lender shall repay to such the Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Interbank Rate for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Aramark Corp/De)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. noon (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) 13.7 in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy2.14(b), Section 2.16 (Taxes) 2.14(c), Section 2.15 or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) 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 applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and of fees hereunder shall be made by the applicable Agent computed on the basis of a year of 360 days, except that interest computed by reference to the CB Floating Rate at times when the CB Floating Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 365/366 366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Feea leap year), and in each case shall be payable for the actual number of days (including elapsed. The applicable CB Floating Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the first day but excluding the last day) occurring in the period for which Administrative Agent, and such interest and fees are payable. Each determination by such Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers a Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate CBFR Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Effective Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateCBFR Loans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)2.8), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable (without, for the avoidance of doubt, in the case of any repayment of any Revolving Loan, a permanent reduction in the Revolving Commitments) and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Lender’s Ratable Portion of the Revolving Credit CommitmentsPercentage; payments in respect of the Term Loans received by any the Administrative Agent shall be distributed to each Term Lender in accordance with such Term Lender’s Ratable Portion of the Term Loans; Percentage 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, for such payments allocated to the Lenders, in proportion to their respective Ratable PortionsAggregate Exposure Percentage.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.8 and clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 shall, apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account 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 that 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 Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers;
(iv) fourth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Arranger, the Lenders and the Issuers;
(v) fifth, to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations (including interest that would have accrued but for a bankruptcy proceeding involving the Borrower);
(vi) sixth, to pay or prepay principal amounts 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, ratably to the aggregate principal amount of such Revolving Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts;
(vii) seventh, to pay Obligations in respect of Cash Management Obligations and Hedging Contracts in an aggregate amount not to exceed $2,500,000, ratably;
(viii) eighth, to pay interest then due and payable in respect of the Term Loans (including interest that would have accrued but for a bankruptcy proceeding involving the Borrower);
(ix) ninth, to pay or prepay principal amounts on the Term Loans;
(x) tenth, to pay all other Obligations in respect of Cash Management Obligations and Hedging Contracts, ratably;
(xi) eleventh, to the ratable payment of all other Obligations; and
(xii) twelfth, to the payment of the surplus, if any, to the Borrower; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) above the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation 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; provided, however, that payments that would otherwise be allocated to the Revolving Lenders shall be allocated first to repay Protective Advances pro rata until such Protective Advances are repaid in full and then to repay the Revolving Loans or to provide cash collateral for outstanding Letters of Credit. The order of priority set forth in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) and (xii) above may at any time and from time to time be changed pursuant to the terms of Section 13.1 without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer or by any other Person that is not a Lender or Issuer.
(h) At the option of the Administrative Agent, (i) upon one Business Day prior written notice to the Borrower, fees, expenses and other sums (other than principal), in each case, then due and payable in respect of the Revolving Loans may be paid from the proceeds of Revolving Loans and (ii) Reimbursement Obligations, interest in respect of the Revolving Loans and Protective Advances may be paid from the proceeds of Revolving Loans. The Borrower hereby authorizes the Revolving Lenders to make such Revolving Loans pursuant to Section 2.2(a) from time to time in the amounts of any and all principal payable with respect to the Reimbursement Obligations, interest, fees, expenses and other sums payable in respect of the Revolving Loans and Protective Advances, and further authorizes the Administrative Agent to give the Lenders notice of any Revolving Borrowing with respect to such Revolving Loans and to distribute the proceeds of such Revolving Loans to pay such amounts. The Borrower agrees that all such Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.3, which conditions the Revolving Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Guarantee Agreement (Us Concrete Inc)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. noon (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers a Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount CREDIT AGREEMENT U.S. CONCRETE, INC. distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) 2.9 (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the Revolving Credit CommitmentsPortion; payments in respect of the Term Loans received by any 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) 2.9 (
Appears in 1 contract
Samples: Credit Agreement (Us Concrete Inc)
Payments and Computations. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrowers Borrower shall make each payment and prepayment hereunder (including fees and expenses) not later than 2:00 p.m. (Local Time) on the day when due, in the currency specified herein (or, if no such currency is specifiedDollars, in Dollarseach case to the Administrative Agent, for the account of the respective Lenders (or other party entitled to payment hereunder) to which such payment is owed, at the applicable Agent at its address referred to Administrative Agent’s Office for payment and in Section 11.8 (NoticesSame Day Funds without condition or deduction for any defense, Etc.) in immediately available funds without recoupment, set-off or counterclaim. Each The Administrative Agent shall will promptly thereafter cause distribute to be distributed immediately available each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (Local Time) shall shall, unless determined otherwise by the Administrative Agent in its sole reasonable discretion, in each case be deemed to be received on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue.
(b) All computations of interest and of fees for Base Rate Loans shall be made by the applicable Agent on the basis of a year of 360 365 days (or 365/366 days in 366 days, as the case may be, and actual days elapsed. All other computations of Obligations bearing fees and interest at shall be made on the Base Rate basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the Unused Commitment Feebasis of a 365-day year), in . Interest shall accrue on each case Loan for the actual number of days day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one (including the first day but excluding the last 1) day) occurring in the period for which such interest and fees are payable. Each determination by such the Administrative Agent of a an interest rate of interest or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Eurocurrency 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay any such Loans outstanding as Base Rate Loans and then, to repay any such Loans outstanding as Eurodollar Eurocurrency Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding , with those Eurocurrency Rate Loans, as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day applicable, having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(ed) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent maymay (but shall not be so required to), in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment to the Administrative Agent in full to such AgentSame Day Funds in Dollars, then each applicable Lender shall repay to such the Administrative Agent forthwith on demand the portion of such amount distributed assumed payment that was made available to such Lender in Same Day Funds in Dollars, together with interest thereon (in the case respect of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from and including the date such amount was made available to such Lender to the date such amount is distributed repaid to such Lender until the date such Lender repays such amount Administrative Agent in Same Day Funds in Dollars at the applicable Overnight Rate from time to such Agenttime in effect.
(fe) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) Section 10.3 below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)2.4), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) under the Notes to be made by it not later than 2:00 p.m. 11:00 A.M. (Local TimeNew York City time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) U.S. dollars to the applicable Agent at its New York address referred to in Section 11.8 (Notices, Etc.) 8.02 in immediately available funds without set-off or counterclaimsame day funds. Each The Agent shall will promptly thereafter cause to be distributed immediately available like funds relating to the payment of principal, interest or commitment fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.14, 2.16 or 8.04(b)) to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, Banks for the account of their respective Applicable Lending Offices; provided, howeverand like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, that amounts payable in each case to be applied in accordance with the terms of this Agreement. In no event shall any Bank be entitled to share any fee paid to the Agent pursuant to Section 2.15 (Capital Adequacy2.03(b), any auction fee paid to the Agent pursuant to Section 2.16 (Taxes2.16(a)(i) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be any other fee paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business DayAgent, as such.
(b) The Borrower hereby authorizes each Bank, if and to the extent payment owed to such Bank by the Borrower is not made when due hereunder or under any Note held by such Bank, to charge from time to time against any or all of the Borrower's accounts with such Bank any amount so due.
(c) All computations of interest based on clause (a) or clause (b) of the definition herein of Base Rate and of commitment fees shall be made by the applicable Agent on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case may be, and all computations of Obligations bearing interest at based on the Eurodollar Rate, the Federal Funds Rate or clause (c) of the definition herein of Base Rate shall be made by the Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Bank, on the Unused Commitment Fee)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 or commitment fees are payable. Each determination by such the Agent (or, in the case of Section 2.07, by a Bank) of an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Williams Holdings of Delaware Inc)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 9.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause Section 2.7 (Mandatory Prepayments) and in clauses (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.13 (Capital Adequacy), Section 2.16 2.14 (Taxes) or Section 2.14(c2.12(c) (Increased Costs) or (d) (Special Provisions Governing Eurodollar Rate LoansIllegality) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 1:00 p.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation Loan (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDollars.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base , with those Eurodollar Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate Rate, for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans andLoans, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) 2.7 (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing the Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) 2.7 (
Appears in 1 contract
Payments and Computations. (aA) The Borrowers Borrower (through the Paying Agent pursuant to Section 2.7(B) or 2.7(C) and as otherwise permitted in this Agreement) shall make each payment and prepayment hereunder (including and under the Advances in respect of principal, interest, expenses, indemnities, fees and expenses) or other Obligations due from the Borrower not later than 2:00 p.m. 4:00 P.M. (Local TimeNew York City time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) U.S. Dollars to the applicable related Funding Agent at its address referred to in Section 11.8 (Notices, Etc.) 10.3 or to such account provided by such Funding Agent in immediately available funds available, same-day funds, and without set-off setoff, counterclaim or counterclaimother deduction of any nature (other than with respect to Taxes subject to Section 2.15). Each Agent shall promptly thereafter cause to Payments on Obligations may also be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with made by the application of payments set forth funds in clause (fthe Collection Account or the Takeout Transaction Account as provided in Section 2.7(B) or (g) below2.7(C), as applicable, for or the account making of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to additional Advances as provided in Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender2.4. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and of fees for Advances made under the Base Rate shall be made by the applicable Funding Agent (which shall provide the Borrower with the related invoice 109090915.7 -15- setting forth such amounts) on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case of Obligations bearing interest at the Base Rate may be, and the Unused Commitment Fee), in each case for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable. All other computations of fees and fees are interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by such a Funding Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(cB) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for All payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Rate Loan to be made in respect of fees, if any, due to the next calendar month, such payment Administrative Agent from the Borrower hereunder shall be made on the immediately preceding Business Day. All repayments date when due without presentment, demand, protest or notice of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified kind, all of which are hereby expressly waived by the Company Borrower, and without setoff, counterclaim or other deduction of any nature (other than with respect to Taxes subject to Section 2.15), and an action therefor shall immediately accrue. The Borrower agrees that, to the extent there are insufficient funds in the Administrative Agent’s Account, to make any payment under this clause (B) when due, the Borrower shall immediately pay to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, all amounts due that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansremain unpaid.
(e) Unless any Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York City time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) ), except as specified in the following sentence, to the applicable Agent at its address referred to the Agent’s Office for payments in Section 11.8 (Notices, Etc.) such currency in immediately available funds without set-off setoff or counterclaim; provided that payments under Section 2.08(b)(ii) shall be paid to the Agent and applied as required by the Auction Procedures. Each Subject to the provisions set forth in Section 2.08(b)(ii)(E), the Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, Lenders in accordance with their Ratable Portions of the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Officesapplicable payment; provided, however, that (x) amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) 2.14 or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) 2.15 shall be paid only to the affected LC Facility Issuing Bank, Senior Tranche Issuing Bank, Issuing Bank, Lender or Lenders and Lenders, (y) amounts payable with respect to Swing Swingline Loans shall be paid only to the applicable Swing LenderSwingline Lender and (z) amounts payable to the Issuing Banks, the Senior Tranche Issuing Bank and LC Facility Issuing Bank in accordance with Section 2.10 shall be paid directly to such Issuing Banks, the Senior Tranche Issuing Bank and LC Facility Issuing Bank. Payments received by any the Agent (or other applicable party) after 2:00 1:00 p.m. (Local TimeNew York City time) shall be deemed to be received on the next Business Day, in the Agent’s sole discretion.
(b) All computations of interest and of fees shall be made by the applicable Agent on the basis of a year of 360 days (other than computations of interest for LC Facility LC Fees, Base Rate Loans, Base Rate Advances and Loans denominated in Sterling which shall be made by the Agent on the basis of a year of 365 or 365/366 days in 366 days, as the case of Obligations bearing interest at the Base Rate and the Unused Commitment Feemay be), 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 such the Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each Except as otherwise provided herein, each payment by the Borrowers a Borrower with respect to any Senior Tranche Advance, Loan or Letter of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) Credit and each reimbursement of various costs, reimbursable expenses or other Obligation indemnified liabilities shall be made in the currency in which such Senior Tranche Advance or Loan was made, such Letter of Credit issued or such cost, expense or other Obligation liability was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever Except as otherwise provided herein, whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 that, if such extension would cause payment of interest on or principal of any Eurodollar Eurocurrency Rate Loan or Peso TIIE Eurocurrency Rate Loan Advance to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Agent shall have received notice from the applicable any Borrower to the Lenders prior to the date on which any payment is due hereunder that the such Borrower will not make such payment in full, such the Agent may assume that the such Borrower has made such payment in full to such the Agent on such date and such the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Agent, each applicable Lender shall repay to such the Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Interbank Rate for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Forbearance Agreement and Third Amendment to Credit Agreement (Hawker Beechcraft Notes Co)
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including in- cluding fees and expenses) not later than 2:00 (x) 1:00 p.m. (Local TimeLondon time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 1:00 p.m. (New York City time) in the case of Loans denominated in any other currency, in each case on the day when due, in the currency specified herein (or, if no such currency is specifiedspeci- fied, in Dollars) ), except as specified in the following sentence, to the applicable Agent at its address referred to the Agent’s Office for payments in Section 11.8 (Notices, Etc.) such currency in immediately available funds without set-off setoff or counterclaim. Each The Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business Day.be
(b) All computations of interest and of fees shall be made by the applicable Agent on the basis of a year of 360 days (other than computations of interest (i) for Base Rate Loans calculated by reference to the Prime Rate, Canadian Base Rate Loans and Loans denominated in Sterling which shall be made by the Agent on the basis of a year of 365 or 365/366 days in 366 days, as the case may be, and (ii) for BA Rate Loans which shall be made by the Agent on the basis of Obligations bearing interest at the Base Rate and the Unused Commitment Feea year of 365 days), 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 such the Agent of a rate of interest hereunder shall be conclusive conclu- sive and binding for all purposes, absent manifest error.
(c) Each Except as otherwise provided herein, each payment by the Borrowers a Borrower with respect to any Loan or Letter of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) Credit and each reimbursement of various costs, reimbursable expenses or other Obligation indemnified liabilities shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation lia- bility was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended ex- tended to 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 that, if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE Eurocurrency Rate Loan to be made in the next calendar cal- endar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans denominated or Term Loans that are denomi- nated in Dollars or Canadian Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans or Canadian Base Rate Loans, as ap- plicable, and thensecond, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Eurocurrency Rate Loans or Peso TIIE BA Rate Loans, with those Eurocurrency Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day BA Rate Loans having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(e) Unless any the Agent shall have received notice from the applicable Borrower any Bor- rower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such the Agent may assume that such Borrower has made such payment in full to such the Agent on such date and such the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment pay- ment in full to such the Agent, each applicable Lender shall repay to such the Agent forthwith forth- with on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Interbank Rate for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Aramark)
Payments and Computations. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrowers Borrower shall make each payment and prepayment hereunder (including fees and expenses) not later than 2:00 p.m. (Local Time) on the day when due, (i) in the currency specified herein case of Loans, (orii) in the case of any accrued interest payable on a Loan, if no such currency is specifiedand (iii) in the case of all other payments under each Loan Document, in Dollars) Dollars except as otherwise expressly provided herein or therein, in each case to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agent at its address referred to Administrative Agent’s Office for payment and in Section 11.8 (NoticesSame Day Funds without condition or deduction for any defense, Etc.) in immediately available funds without recoupment, set-off or counterclaim. Each The Administrative Agent shall will promptly thereafter cause distribute to be distributed immediately available each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (Local Time) shall may, at the Administrative Agent’s discretion, in each case be deemed to be received on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue.
(b) All computations of interest and of fees for Base Rate Loans shall be made by the applicable Agent on the basis of a year of 360 365 days (or 365/366 days in 366 days, as the case may be, and actual days elapsed. All other computations of Obligations bearing fees and interest at shall be made on the Base Rate basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the Unused Commitment Feebasis of a 365-day year), in . Interest shall accrue on each case Loan for the actual number of days day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one (including the first day but excluding the last 1) day) occurring in the period for which such interest and fees are payable. Each determination by such the Administrative Agent of a an interest rate of interest or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Rate Eurocurrency RateSOFR Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay any such Loans outstanding as Base Rate Loans and then, to repay any such Loans outstanding as Eurodollar Rate Eurocurrency RateSOFR Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding , with those Eurocurrency RateSOFR Loans, as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day applicable, having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(ed) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent maymay (but shall not be so required to), in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment to the Administrative Agent in full to such AgentSame Day Funds, then each applicable Lender shall repay to such the Administrative Agent forthwith on demand the portion of such amount distributed assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon (in the case respect of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from and including the date such amount was made available to such Lender to the date such amount is distributed repaid to such Lender until the date such Lender repays such amount Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to such Agenttime in effect.
(fe) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (gSection 10.2(b) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (eHealth, Inc.)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) under the Notes, if any, not later than 2:00 p.m. 1:00 P.M. (Local TimeNew York City time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Agent at its address referred to in Section 11.8 (Notices, Etc.) 10.2 in immediately available funds without set-off or counterclaim. Each The Agent shall will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, principal or interest or fees (other than amounts payable pursuant to Sections 2.10, 2.11, 2.12, 2.14, 2.16 and 2.17) to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicablerespective amounts owed to each, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only and like funds relating to the affected payment of any other amount payable to any Lender or Lenders and amounts payable to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with respect to Swing Loans shall be paid only to the applicable Swing Lenderterms of this Agreement. Payments Payment received by any the Agent after 2:00 p.m. 1:00 P.M. (Local TimeNew York City time) shall be deemed to be received on the next Business Day.
(b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under any Loan held by such Lender, to charge from time to time against any or all of the accounts of the Borrower with such Lender any amount so due.
(c) All computations of interest based on the Base Rate, the Eurodollar Rate or the Federal Funds Rate and of fees shall be made by the applicable Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder or under the Notes, if any, shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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, howeverHOWEVER, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE Rate Loan to be made in the next calendar month, such payment shall be made on the immediately next preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder to the Lenders that such the Borrower will not make such payment in full, such the Agent may assume that such the Borrower has made such payment in full to such the Agent on such date and such the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (to
Appears in 1 contract
Payments and Computations. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrowers Borrower shall make each payment and prepayment hereunder (including fees and expenses) not later than 2:00 p.m. (Local Time) on the day when due, (i) in the currency specified herein case of Loans, (orii) in the case of any accrued interest payable on a Loan, if no such currency is specifiedand (iii) in the case of all other payments under each Loan Document, in Dollars) Dollars except as otherwise expressly provided herein or therein, in each case to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agent at its address referred to Administrative Agent’s Office for payment and in Section 11.8 (NoticesSame Day Funds without condition or deduction for any defense, Etc.) in immediately available funds without recoupment, set-off or counterclaim. Each The Administrative Agent shall will promptly thereafter cause distribute to be distributed immediately available each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (Local Time) shall may, at the Administrative Agent’s discretion, in each case be deemed to be received on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue.
(b) All computations of interest and of fees for Base Rate Loans shall be made by the applicable Agent on the basis of a year of 360 365 days (or 365/366 days in 366 days, as the case may be, and actual days elapsed. All other computations of Obligations bearing fees and interest at shall be made on the Base Rate basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the Unused Commitment Feebasis of a 365-day year), in . Interest shall accrue on each case Loan for the actual number of days day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one (including the first day but excluding the last 1) day) occurring in the period for which such interest and fees are payable. Each determination by such the Administrative Agent of a an interest rate of interest or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Eurocurrency 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay any such Loans outstanding as Base Rate Loans and then, to repay any such 38 Loans outstanding as Eurodollar Eurocurrency Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding , with those Eurocurrency Rate Loans, as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day applicable, having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(ed) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent maymay (but shall not be so required to), in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment to the Administrative Agent in full to such AgentSame Day Funds, then each applicable Lender shall repay to such the Administrative Agent forthwith on demand the portion of such amount distributed assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon (in the case respect of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from and including the date such amount was made available to such Lender to the date such amount is distributed repaid to such Lender until the date such Lender repays such amount Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to such Agenttime in effect.
(fe) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (gSection 10.2(b) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (eHealth, Inc.)
Payments and Computations. (a) The Borrowers shall make each Each payment hereunder made by or on behalf of the Borrower (including fees and expenses) shall be made not later than 2:00 1:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 1:00 p.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest of Base Rate Loans shall be made by the Administrative Agent on the basis of a year of 365 or, as applicable 366 days 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. All other computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by or on behalf of the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) that, other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDocument.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars or any Term Loans shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base , with those Eurodollar Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in fullfull (and the Administrative Agent has not received any notice that such payment shall be made in full by another Loan Party on behalf of the Borrower), such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made (and no Loan Party shall have made on behalf of the Borrower) such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in for the case of the Mexican Facility Agent, at the Peso Base Rateapplicable Facility) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with clauses (c) or (e) of Section 2.9(c) 2.9 (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower (or any Loan Party on behalf of the Borrower), second, to pay all other Obligations then due and payable payable; and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any the Administrative Agent shall be distributed to each Term Loan Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable PortionsPortions in the Facility with respect to which such payment is made.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clauses (c) or (e) of Section 2.9(c) 2.9 (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein of the underlying Loan (or, if no such currency is specified, in Dollarsthe case of payments of principal and interest) and in Dollars (in the case of fees and all other amount) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Eurocurrency Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and for Base Rate Loans determined by reference to the rate of fees interest specified in clause (a) of the definition “Base Rate” shall be made by the applicable Agent on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360 day year and actual days elapsed (which results in more fees or 365/366 days interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of Obligations bearing interest at in respect of Loans denominated in Euro as to which market practice differs from the Base Rate and the Unused Commitment Fee)foregoing, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which accordance with such interest and fees are payablemarket practice. Each determination by such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 Eurocurrency Rate Loan or Peso TIIE EURIBOR 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 denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Eurocurrency Rate Loans and then, to repay such Loans outstanding as Peso TIIE EURIBOR Rate Loans, ratably, with those Eurocurrency Rate Loans and EURIBOR Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.9(b) or (d) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
(g) The Borrowers Notwithstanding the provisions of Section 2.9(d) (Mandatory Prepayments) above, the Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.9(b) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 10.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed in immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 Sections 2.14 (Capital Adequacy), Section 2.16 2.15 (Taxes) or Section 2.14(c2.13(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Swingline Loans shall be paid only to the applicable Swing Swingline Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest in respect of interest at the Base Rate shall be made by the Administrative Agent on the basis of a 365/366-day year and actual days elapsed; all other computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.Dollars. Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such the Administrative Agent may assume that such Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers each Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced to such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowerssuch Borrower, second, to pay all other Obligations of such Borrower then due and payable and third, as the Company such Borrower so designates. Payments in respect of Swing Swingline Loans received by any the Administrative Agent shall be distributed to the applicable Swing Swingline Lender; , payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Required Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c8.1, shall, apply all payments in respect of any Obligations of such Borrower in the following order:
(i) first, to pay interest on and then principal of any portion of the Loans that 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 such Borrower;
(ii) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent; Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers;
(iv) fourth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers;
(v) fifth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations;
(vi) sixth, to pay or prepay principal amounts on the Swingline Loans;
(vii) seventh, to pay or prepay principal amounts on all other Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 8.2 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; and
(viii) eighth, 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 Obligation described in any of clauses (i) through (viii) above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation 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 (i) through (viii) above may at any time and from time to time be changed by the agreement of the Required Lenders without necessity of notice to or consent of or approval by the Borrowers or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses (i) through (iv) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Required Lenders. The order of priority set forth in clauses (i) through (vi) above may be changed only with the prior written consent of the Swingline Lender in addition to that of the Required Lenders.
(h) At the option of the Administrative Agent, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans may be paid from the proceeds of Swingline Loans or Revolving Loans. Each Borrower hereby authorizes the Swingline Lender to make such Swingline Loans pursuant to Section 2.4 (Swingline Loans) and the Lenders to make such Revolving Loans pursuant to Section 2.2(a) (Borrowing Procedures) from time to time in the amounts of any and all Reimbursement Obligations, interest, fees, expenses and other sums payable by it in respect of the Revolving Loans, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Swing Loans and Revolving Loans and to distribute the proceeds of such Swing Loans and Revolving Loans to pay such amounts. Each Borrower agrees that all such Swing Loans and Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 4.2 (Conditions Precedent to Each Extension of Credit), which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 10.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed in immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 Sections 2.14 (Capital Adequacy), Section 2.16 2.15 (Taxes) or Section 2.14(c2.13(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest in respect of interest at the Base Rate shall be made by the Administrative Agent on the basis of a 365/366-day year and actual days elapsed; all other computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDollars.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Required Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c8.1, shall, apply all payments in respect of any Obligations in the following order:
(i) first, to pay interest on and then principal of any portion of the Revolving Loans that 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 Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers;
(iv) fourth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers;
(v) fifth, to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations;
(vi) sixth, to pay or prepay principal amounts 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 8.2 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; and
(vii) seventh, 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 Obligation described in any of clauses (i) through (vii) above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation 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 (i) through (vii) above may at any time and from time to time be changed by the agreement of the Required Lenders without necessity of notice to or consent of or approval by the Borrower or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses (i) through (iv) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Required Lenders.
(h) At the option of the Administrative Agent, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans may be paid from the proceeds of Revolving Loans. The Borrower hereby authorizes the Lenders to make such Revolving Loans pursuant to Section 2.2(a) (Borrowing Procedures) from time to time in the amounts of any and all Reimbursement Obligations, interest, fees, expenses and other sums payable in respect of the Revolving Loans, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Revolving Loans and to distribute the proceeds of such Revolving Loans to pay such amounts. The Borrower agrees that all such Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 4.2 (Conditions Precedent to Each Extension of Credit), which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local Time) on the day when duedue and payable, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Disbursement Agent at its the applicable Disbursement Agent’s address referred to in Section 11.8 (Notices, Etc.) 9.01 in immediately available funds without set-off or counterclaim. Each The applicable Disbursement Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable LendersLenders entitled thereto, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy)2.15, Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) 2.17 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the applicable Disbursement Agent after 2:00 p.m. 11:00 a.m. (Local 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 applicable Disbursement Agent on the basis of a year of 360 days (or with respect to Eurodollar Rate Loans and 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)with respect to all other computations, 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 such the applicable Disbursement Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each Unless otherwise expressly provided in this Agreement, each payment by the Borrowers a Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, cost or expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Credit Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay any such Revolving Credit Loans outstanding as Base Rate Loans and then, to repay any such Revolving Credit Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base , with those Eurodollar Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(e) Unless any the applicable Disbursement Agent shall have received notice from the applicable U.S. Borrower to the Lenders prior to the date on which any payment is due by any Borrower hereunder that such a Borrower will not make such payment in full, such the Administrative Agent may assume that such the applicable Borrower has made such payment in full to such the Administrative Agent on such date and such the applicable Disbursement Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Administrative Agent, each Lender in the applicable Lender Facility shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in respect of European Loans, at the case Overnight Rate, and in respect of the Administrative Agentall other amounts, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the applicable Disbursement Agent.
(f) Except for payments and other amounts received by any the applicable Disbursement Agent and applied in accordance with the provisions of clause (g) or (h) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)2.09 or Section 5.20 and subject to Section 1.05(d), all payments and any other amounts received by each the applicable Disbursement Agent from or for the benefit of the Borrowers in accordance with Section 2.08 shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company U.S. Borrower or Administrative European Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing LenderLoan Lender that made such Swing Loans; payments in respect of European Revolving Credit Loans received by any the Administrative Agent shall be distributed to each Eurocurrency Lender in accordance with such Eurocurrency Lender’s Eurocurrency Ratable Portion; payments in respect of U.S. Revolving Credit Loans received by the Administrative Agent shall be distributed to each applicable Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the such U.S. Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions and, subject to clause (i) below, for such payments allocated to the Lenders in any or all of the Facility, in proportion to their respective applicable Ratable Portions in such Facility or, as the case may be, in proportion to their respective applicable Eurocurrency Ratable Portions.
(g) The Borrowers To the fullest extent permitted by Requirements of Law, each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees thatthat during the continuance of an Event of Default, notwithstanding the provisions of Section 2.9(c2.09, Section 5.20 and clause (f) above (but subject to clause (h) below and subject to Section 1.05(d)), the Administrative Agent, the Collateral Agent and the European Collateral Agent may, and upon the written direction of the Requisite Lenders or upon the acceleration of the Obligations pursuant to Section 7.02 or Section 7.03, shall deliver a Blockage Notice to each Deposit Account Bank for each Approved Deposit Account and apply all payments in respect of any Obligations and all funds on deposit in (or funds received from) any Cash Collateral Account and all other proceeds of Collateral of such Borrower in the following order:
(i) first, to pay interest on and then principal of any portion of the U.S. Revolving Credit Loans (or, if such Borrower is a European Borrower, the European Revolving Credit Loans) that the Administrative Agent or any Disbursement Agent may have advanced on behalf of any Lender for which the Administrative Agent or such Disbursement Agent has not then been reimbursed by such Lender or any Borrower;
(ii) second, to pay U.S. Obligations in respect of any expense reimbursements or indemnities and Facility Cash Management Obligations then due to the Administrative Agent or any Disbursement Agent by the U.S. Borrower (or, if such Borrower is a European Borrower, to pay European Obligations in respect of any expense reimbursements or indemnities or Facility Cash Management Obligations then due to the Administrative Agent or any Disbursement Agent by any European Borrower);
(iii) third, to pay U.S. Obligations in respect of any expense reimbursements or indemnities and Facility Cash Management Obligations then due to the Lenders and the Issuers by the U.S. Borrower (or, if such Borrower is a European Borrower, pay European Obligations in respect of any expense reimbursements or indemnities or Facility Cash Management Obligations then due to the Lenders and the Issuers by any European Borrower);
(iv) fourth, to pay U.S. Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers by the U.S. Borrower (or, if such Borrower is a European Borrower, to pay European Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers by any European Borrower);
(v) fifth, to pay interest then due and payable in respect of the U.S. Loans and Reimbursement Obligations (or, if such Borrower is a European Borrower, in respect of the European Loans);
(vi) sixth, if such Borrower is the U.S. Borrower, to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 7.04 but only with respect to outstanding Letters of Credit that are not supported by “back-to-back” letters of credit as described in Section 7.04;
(vii) seventh, to pay or prepay principal amounts on the U.S. Loans and Reimbursement Obligations (or, if such Borrower is a European Borrower, to pay or prepay principal amounts on the European Loans), ratably to the aggregate principal amount of such Loans and Reimbursement Obligations;
(viii) eighth, to the ratable payment of all other U.S. Obligations owing by the U.S. Borrower or any U.S. Loan Party (or, if such Borrower is a European Borrower, European Obligations owing by any European Borrower or European Loan Party);
(ix) ninth, (1) if such Borrower is the U.S. Borrower, to the ratable payment of all other Obligations owing by any Borrower and (2) if such Borrower is a European Borrower and any Obligations of the U.S. Borrower remain outstanding, to the payment of any Indebtedness owing by any European Loan Party to any U.S. Loan Party;
(x) tenth, if such Borrower is a “Loan Party” (as such term is defined in the Term Loan Credit Agreement), prior to a Discharge of Term Loan Obligations (as such term is defined in the Intercreditor Agreement), to the Term Loan Collateral Agent for the benefit of the Term Loan Secured Parties; and
(xi) eleventh, any excess to the applicable Borrower or as otherwise directed by a court of competent jurisdiction; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses (i) through (ix) above the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation ratably, based on the proportion of the Administrative Agent’s, each Disbursement Agent’s and each Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clauses; provided, however, that payments that would otherwise be allocated to the Revolving Credit Lenders shall be allocated first to repay Protective Advances and Swing Loans pro rata until such Protective Advances and Swing Loans are paid in full and then to repay the Revolving Credit Loans.
(h) The Administrative Agent reserves the right to apply against the repayment of any Obligations under the Revolving Credit Facility owing in any currency, any repayment and other amounts that may be applied in accordance with other provisions of this Agreement to repay such Obligations, regardless of the currency in which such repayments and amounts were received or are held.
(i) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Credit Loans and Protective Advances may be paid from the proceeds of Swing Loans or Revolving Credit Loans. Each Borrower hereby authorizes the Swing Loan Lenders to make such Swing Loans pursuant to Section 2.03 and the Revolving Credit Lenders to make such Revolving Credit Loans pursuant to Section 2.02(a) from time to time in the amounts of any and all principal payable with respect to the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums payable in respect of the Revolving Credit Loans and Protective Advances, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Swing Loans and Revolving Credit Loans and to distribute the proceeds of such Swing Loans and Revolving Credit Loans to pay such amounts. Each Borrower agrees that all such Swing Loans and Revolving Credit Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 4.02, which conditions the Lenders irrevocably waive, including, without limitation, without any deemed re-making of representations and warranties)) and directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Credit Agreement (Solutia Inc)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable LendersLenders ratably, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.12 (Capital Adequacy), Section 2.16 2.13 (Taxes) or Section 2.14(c2.11(c) or (d) (Special d)(Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 1:00 p.m. (Local TimeNew York time) shall be deemed to be received on the next Business DayDay (in the Administrative Agent’s sole discretion).
(b) All computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 payablepayable except for interest in connection with Base Rate Loans which shall be calculated on the basis of the actual number of calendar days in the applicable year. Each determination by such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation Term Loan (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Term Loan was made, such Letter of Credit issued made or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement ObligationTerm Loan, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Term Loans denominated in Dollars shall be applied pro rata to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Term Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided2ND LIEN CREDIT AGREEMENT KNOLOGY, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate LoansINC.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied applied, subject to the terms of the Intercreditor Agreement, in accordance with Section 2.9(c2.6(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Term Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any the Administrative Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; and all . All payments of fees and all other payments in respect of any other Obligation shall be allocated allocated, among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.6(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Company shall make each payment hereunder (including fees and expenses) under the Notes not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York City 39 time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars to the applicable Agent at its address referred to in Section 11.8 (Noticessame day funds, Etc.) in immediately available funds without set-off or counterclaim, by deposit of such funds to the Agent’s account maintained at the Payment Office. Each The Agent will give the Company prior notice of the due date of the principal of any Loan and of the due date and amount of any fees payable hereunder; provided that the failure to give any such prior notice shall not limit the Company’s liability for such payment, but shall delay the due date of such payment for purposes of Section 6.01(a) or 6.01(b), as applicable, by the number of days after such due date that such notice is given. The Agent will promptly thereafter cause to be distributed immediately available like funds relating to the payment of principal, interest or fees received by it for the account of any Bank ratably (other than amounts payable pursuant to Section 2.11, 2.15, 2.19, 2.20 or 2.22 or as contemplated by Section 2.24) to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, Banks for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only and like funds relating to the affected Lender or Lenders and amounts payment of any other amount payable with respect to Swing Loans shall be paid only any Bank to such Bank for the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed account of its Lending Office, in each case to be received on applied in accordance with the next Business Dayterms of this Agreement.
(b) All computations of interest and of fees for Base Rate Loans determined by reference to the Prime Rate shall be made by the applicable Agent on the basis of a year of 360 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or 365/366 days interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day. Each determination by the Agent (or, in the case of Obligations bearing Section 2.11, by a Bank) of an interest at the Base Rate and the Unused Commitment Fee), 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 such Agent of a rate of interest or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to made on the next succeeding Business Day, and such extension of time shall in such case cases 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 Term SOFR Loans or Peso TIIE Rate Loan Daily Simple SOFR Loans to be made in the next following calendar month, such payment shall be made on the immediately next preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ed) Unless any the Agent shall have received notice from the applicable Borrower to the Lenders Company prior to the date on which any payment is due from the Company to the Banks hereunder that such Borrower the Company will not make such payment in full, such the Agent may assume that such Borrower the Company has made such payment in full to such Agent it on such date and such Agent it may, in reliance upon such assumption, cause (but shall not be required to cause) to be distributed to each applicable Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent that such Borrower the Company shall not have so made such payment in full to such Agentthe Agent as applicable, each applicable Lender Bank shall repay to such the Agent as applicable, forthwith on demand such amount distributed to such Lender Bank together with interest thereon (in the case of the Administrative Agentthereon, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to such Agent.
the Agent at the 40 greater of (fi) Except for payments the NYFRB Rate and other amounts received (ii) a rate determined by any the Agent and applied in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the provisions Agent in connection with the foregoing. With respect to any payment that the Agent makes for the account of clause the Banks hereunder as to which the Agent determines (gwhich determination shall be conclusive absent manifest error) below that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Company has not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the Company (whether or required not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Banks severally agrees to be applied repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Bank, 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 the Agent, at the greater of the NYFRB Rate and a rate determined by the Agent in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement banking industry rules on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portionsinterbank compensation.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Term Credit Agreement (Ecolab Inc.)
Payments and Computations. (a) The Borrowers shall make each Each payment payable by a Borrower hereunder (including fees and expensesi) not later than 2:00 p.m. (Local Time) on the day when due, if denominated in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars shall be made to the applicable Agent at its address referred to head office at 100 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, xx immediately available funds, or, (ii) if denominated in Section 11.8 (Notices, Etc.) any Optional Currency shall be made in such immediately available funds without set-off or counterclaim. Each Agent as shall promptly thereafter cause to then be distributed immediately available funds relating to customary for settlement at the place of payment of principal, interest or fees to the applicable Lenders, international transactions in accordance with the application of payments set forth in clause (f) or (g) below, as applicablesuch Optional Currency, for the account of their the Agent at a depository designated by the Agent. Each Borrower authorizes the Agent and the Banks to charge any of its respective Applicable Lending Offices; providedaccounts, howeverother than payroll accounts, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) with the Agent or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to Banks for the applicable Swing Lender. Payments received by amount of any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business Daypayment due hereunder.
(b) If any sum would, but for the provisions of this Section 2.11(b), become due and payable hereunder on a day which is not a Business Day, then such sum shall become due and payable on either the Business Day next preceding or the Business Day next succeeding the day on which such sum would otherwise have become due and payable hereunder, such Business Day to be selected (which selection shall be conclusive and binding on each Borrower) by the Agent in accordance with the then current banking practice in the relevant interbank Eurodollar market or Boston, as the case may be and interest and commitment fees hereunder shall be adjusted accordingly.
(c) All computations of interest and of commitment fees payable hereunder shall be made by the applicable Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee), in each case for the actual number of days (including the first elapsed and on a 360-day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by such Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contractyear.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, Each determination by the due date for such payment shall be extended to the next succeeding Business Day, and such extension Agent of time shall in such case be included in the computation of payment an amount 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified commitment fee payable by the Company to Borrower hereunder shall, save for manifest error, be conclusive and binding upon the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate LoansBorrower.
(e) Unless any Promptly upon receipt of all payments under this Agreement or the Notes, the Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such Agent may assume that such Borrower has made such payment in full to such Agent on such date and such Agent may, in reliance upon such assumption, cause to be distributed pay to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such AgentBanks its pro rata share thereof.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Multicurrency Revolving Credit and Term Loan Agreement (Teradyne Inc)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) to be made by it not later than 2:00 p.m. 11:00 A.M. (Local TimeNew York City time) on the day when due, due in the currency specified herein (or, if no such currency is specified, in Dollars) Dollars to the applicable Agent at its New York address referred to in Section 11.8 (Notices9.2, Etc.) in immediately available funds same day funds, without set-off deduction, counterclaim or counterclaimoffset of any kind. Each The Agent shall will promptly thereafter cause to be distributed immediately available like funds relating to the payment of principal, interest or letter of credit fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, Banks for the account of their respective Applicable Lending Offices; provided, howeverand like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Lending Office, that amounts in each case to be applied in accordance with the terms of this Agreement. The Paying Agent will promptly pay to the Collateral Agent like funds relating to the payment of any amount payable to the Collateral Agent. In no event shall any Bank be entitled to share any fee paid to the Agent pursuant to Section 2.15 (Capital Adequacy2.1(a), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be any other fee paid only to the affected Lender Agent, as such or Lenders and amounts payable with respect any fronting fee paid to Swing Loans shall be paid only an Issuing Bank pursuant to the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed to be received on the next Business DaySection 2.1(b).
(b) [Intentionally Omitted]
(i) All computations of interest and based on clause (a) or clause (b) of fees the definition herein of Base Rate shall be made by the applicable Agent on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case may be, and (ii) all computations of Obligations bearing interest at based on the Federal Funds Rate or clause (c) of the definition herein of Base Rate shall be made by the Agent, and all computations of letter of credit fees shall be made by the Unused Commitment Fee)Issuing Banks that issued the relevant Letter of Credit, 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 or letter of credit fees are payable. Each determination by such the Agent of a an interest rate of interest or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 feesletter of credit fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due by the Borrower to any Bank hereunder that such the Borrower will not make such payment in full, such the Agent may assume that such the Borrower has made such payment in full to such the Agent on such date and such the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender Bank on such due date an amount equal to the amount then due such LenderBank hereunder. If and to the extent that such the Borrower shall not have so made such payment in full to such the Agent, each applicable Lender Bank shall repay to such the Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon (in the case of the Administrative Agentthereon, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to such the Agent, at the Federal Funds Rate.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees under this Agreement and expenses) each Note not later than 2:00 p.m. (Local Time) 11:00 A.M. on the day when due, due in lawful currency of the currency specified herein (or, if no such currency is specified, in Dollars) United States to the applicable Agent at its address referred to Payment Office in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaimsame day funds. Each The Agent shall will promptly thereafter cause to be distributed immediately available like funds relating to the payment of principal, principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.06) to the applicable Lenders, in accordance with the application of payments set forth in clause Banks (f) or (g) belowdecreased, as applicableto any Bank, for any taxes withheld in respect of such Bank as contemplated by Section 2.13(b))for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only and like funds relating to the affected Lender or Lenders and amounts payment of any other amount payable with respect to Swing Loans shall be paid only any Bank to such Bank for the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed account of its Applicable Lending Office, in each case to be received on applied in accordance with the next Business Dayterms of this Agreement.
(b) All computations of interest based on the Base Rate (except during such times as the Base Rate is determined pursuant to clause (ii) of the definition thereof) and of commitment fees shall be made by the applicable Agent on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case may be, and all computations of Obligations bearing interest at based on the LIBO Rate, the Federal Funds Rate or, during such times as the Base Rate is determined pursuant to clause (ii) of the definition thereof, the Base Rate shall be made by the Agent, and all computations of interest pursuant to Section 2.06 shall be made by a Bank, on the Unused Commitment Fee)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 or commitment fees are payable. Each determination by such the Agent (or, in the case of Section 2.06, by a Bank) of an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 commitment fees, as the case may be; provided, however, provided that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE Rate Loan LIBOR Advances to be made in the next following calendar month, such payment shall be made on the immediately next preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ed) Unless any the Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, such the Agent may assume that such the Borrower has made such payment in full to such the Agent on such date and such the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent that such the Borrower shall not have so made such payment in full to such the Agent, each applicable Lender Bank shall repay to such the Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon (in the case of the Administrative Agentthereon, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to such the Agent, at the Federal Funds Rate.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Revolving Credit Agreement (Enron Capital & Trade Resources Corp)
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Eurocurrency Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be Credit Agreement Affiliated Computer Services, Inc. paid only to the applicable Swing Lender. Payments received by any the Administrative Agent after 2:00 1:00 p.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days of, in the case of Obligations bearing interest at Eurocurrency Rate Loans, 360 days and, in the case of Base Rate and the Unused Commitment Fee)Loans, 365 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers any Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE Eurocurrency 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 Primary Revolving Loans, Multicurrency Revolving Loans denominated in Dollars or Term Loans shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Eurocurrency Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base , with those Eurocurrency Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Eurocurrency Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Eurocurrency Interest Periods.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the applicable Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such the Administrative Agent may assume that such Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Interbank Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers any Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Credit Agreement Affiliated Computer Services, Inc. Administrative Agent may have advanced to such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable (provided, however, that no amount received from, or on behalf of, any Borrower that is a Foreign Subsidiary shall be applied to pay the U.S. Obligations) and third, as the Company so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each applicable Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the applicable Revolving Credit Commitments; payments in respect of the Term Loans received by any 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Credit Agreement (Affiliated Computer Services Inc)
Payments and Computations. (a) The Borrowers shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans), Section 2.15 (Capital Adequacy) or Section 2.16 (Taxes) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or with respect to Eurodollar Rate Loans and 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)with respect to all other computations, 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation owing under any Financing Agreement shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurredDollars; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents Financing Agreements duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractFinancing Agreement.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay any such Loans outstanding as Base Rate Loans and then, to repay any such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base , with those Eurodollar Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower Borrowers to the Lenders prior to the date on which any payment is due hereunder that such Borrower the Borrowers will not make such payment in full, such the Administrative Agent may assume that such Borrower has the Borrowers have made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower the Borrowers shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) 2.9 (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company Borrower Agent so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees thatagree that during the continuance of an Event of Default, and notwithstanding clause (f) above, the provisions Administrative Agent may in its sole discretion, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c9.2 (Remedies), shall deliver a notice to each Deposit Account Bank and Control Account for each Approved Deposit Account and Approved Securities Intermediary (instructing them to cease complying with any instructions from any Loan Party and to transfer all funds therein to the Administrative Agent) and the Administrative Agent shall apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the following order:
(i) first, to pay interest on and then principal of any portion of the Loans that 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 Borrowers;
(ii) second, to pay Secured Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
(iii) third, to pay Secured Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers;
(iv) fourth, to pay Secured Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers;
(v) fifth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations;
(vi) sixth, to pay or prepay principal amounts on the Loans and Reimbursement Obligations, to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit), and to pay Cash Management Obligations and amounts owing with respect to Hedging Contracts, ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts, Cash Management Obligations and Obligations owing with respect to Hedging Contracts; and
(vii) seventh, to the ratable payment of all other Secured Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Secured Obligation described in any of clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above, the available funds being applied with respect to any such Secured Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Secured Obligation ratably, based on the proportion of the Administrative Agent’s and each Lender’s or Issuer’s interest in the aggregate outstanding Secured Obligations described in such clauses; provided, however, that payments that would otherwise be allocated to the Lenders shall be allocated first to repay Protective Advances and Swing Loans pro rata until such Protective Advances and Swing Loans are paid in full and then to repay the Loans. The order of priority set forth in clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above may at any time and from time to time be changed by the agreement of all Lenders without necessity of notice to or consent of or approval by the Borrowers, any Secured Party that is not a Lender or Issuer or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses (i), (ii), (iii) and (iv) above may be changed only with the prior written consent of the Administrative Agent in addition to that of all Lenders.
(h) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans and Protective Advances may be paid from the proceeds of Swing Loans or the Revolving Loans unless the Borrowers make such payments on the next succeeding Business Day after the Borrower Agent receives written notice from the Administrative Agent requesting such payments. The Borrower hereby authorizes the Swing Loan Lender to make such Swing Loans pursuant to Section 2.3(a) (Swing Loans) and the Lenders to make such Loans pursuant to Section 2.2(a) (Borrowing Procedures) from time to time in the amounts of any and all principal payable with respect to the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums payable in respect of the Loans and Protective Advances, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Swing Loans and the Revolving Loans and to distribute the proceeds of such Swing Loans and the Revolving Loans to pay such amounts. The Borrowers agree that all such Swing Loans and the Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Credit Agreement (J Crew Group Inc)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees including, without limitation, under Section 2.03, 2.05 or 2.06) and expenses) under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Agent, not later than 2:00 p.m. 1:00 P.M. (Local TimeNew York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when duedue in U.S. dollars to the Agent at Citibank, 399 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxference: Burlington Resources Inc., or at such other location designated by notice to the Borrower from the Agent and agreed to by the Borrower, in same day funds. Each such payment made by the currency specified herein (orBorrower for the account of any Lender hereunder, if no such currency is specified, in Dollars) when so made to the applicable Agent, shall be deemed duly made for all purposes of this Agreement and the A Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Agent at its address referred or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaimhave been so made. Each The Agent shall will promptly thereafter cause to be distributed immediately available like funds relating to the payment of principal, principal or interest or fees ratably (other than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, Lenders for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only and like funds relating to the affected payment of any other amount payable to any Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to such Lender for the applicable Swing Lender. Payments received by any Agent after 2:00 p.m. (Local Time) shall be deemed account of its Applicable Lending Office, in each case to be received on applied in accordance with the next Business Day.terms of this Agreement. Upon its acceptance
(b) All computations of interest based on the Base Rate and of facility fees shall be made by the applicable Agent on the basis of a year of 360 days (365 or 365/366 days in 366 days, as the case may be, and all computations of Obligations bearing interest at based on the Base Eurodollar Rate, or the Effective Federal Funds Rate shall be made by the Agent, and all computations of interest pursuant to Section 2.07 shall be made by each Lender with respect to its own Eurodollar Rate Advances, on the Unused Commitment Fee)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 or fees are payable. Each determination by such the Agent (or, in the case of a Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with respect to its own Advances) of an interest rate or an increased cost, loss or expense or increased capital or of interest illegality or taxes hereunder shall be conclusive and binding for all purposes, absent manifest errorpurposes if made reasonably and in good faith.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 facility 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 or Peso TIIE Rate Loan Advances to be made in the next following calendar month, such payment shall be made on the immediately next preceding Business Day. All repayments of any Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ed) Unless any the Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due to the Lenders hereunder that such the Borrower will not make such payment in full, such the Agent may assume that such the Borrower has made such payment in full to such the Agent on such date and such the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have so made such payment in full to such the Agent, each applicable Lender shall repay to such the Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agentthereon, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant at a rate equal to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, Effective Federal Funds Rate for such payments allocated to the Lenders, in proportion to their respective Ratable Portionsday.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Long Term Revolving Credit Agreement (Burlington Resources Inc)
Payments and Computations. (a) The Borrowers shall make each Each payment hereunder made by or on behalf of the Borrower (including fees and expenses) shall be made not later than 2:00 1:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section SECTION 11.8 (NoticesNOTICES, EtcETC.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause CLAUSE (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; providedPROVIDED, howeverHOWEVER, that amounts payable pursuant to Section SECTION 2.15 (Capital AdequacyCAPITAL ADEQUACY), Section SECTION 2.16 (TaxesTAXES) or Section SECTION 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate LoansSPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 1:00 p.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest of Base Rate Loans (except where the Base Rate is calculated using CLAUSE (b) of the definition thereof) shall be made by the Administrative Agent on the basis of a year of 365 or, as applicable 366 days 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. All other computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by or on behalf of the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; providedPROVIDED, howeverHOWEVER, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) that, other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDocument.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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, howeverHOWEVER, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE 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 denominated in Dollars or any Tranche of Term Loans shall be applied as follows: FIRST, to repay such Loans outstanding as Base Rate Loans or and THEN, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided. 68 CREDIT AGREEMENT PRESTIGE BRANDS, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate LoansINC.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in fullfull (and the Administrative Agent has not received any notice that such payment shall be made in full by another Loan Party on behalf of the Borrower), such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made (and no Loan Party shall have made on behalf of the Borrower) such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in for the case of the Mexican Facility Agent, at the Peso Base Rateapplicable Facility) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause CLAUSE (g) below (or required to be applied in accordance with Section 2.9(cCLAUSES (c) or (Mandatory Prepaymentse) of SECTION 2.9 (MANDATORY PREPAYMENTS)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: firstFIRST, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower (or any Loan Party on behalf of the Borrower), secondSECOND, to pay all other Obligations then due and payable payable; and thirdTHIRD, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s 's Ratable Portion of the Revolving Credit Commitments; payments in respect of the any Tranche of Term Loans received by any the Administrative Agent shall be distributed to each Term Loan Lender in such Tranche in accordance with such Lender’s 's Ratable Portion of the Term Loanssuch Tranche; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable PortionsPortions in the Facility with respect to which such payment is made.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(cCLAUSES (c) or (e) of SECTION 2.9 (MANDATORY PREPAYMENTS) and CLAUSE (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to SECTION 9.2 (REMEDIES), shall, deliver a Blockage Notice to each Deposit Account Bank for each Approved Deposit Account and apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the order set forth in the Intercreditor Agreement.
(h) The Adminstrative Agent hereby agrees to deliver to each other Agent, promptly upon receipt thereof by the Administrative Agent, each Permitted Acquisition Notice delivered by the Parent to the Administrative Agent and all other notices and information CREDIT AGREEMENT PRESTIGE BRANDS, INC. furnished to the Administrative Agent in connection with any Permitted Acquisition pursuant to the definition of "Permitted Acquisition".
Appears in 1 contract
Samples: Credit Agreement (Prestige Brands International, Inc.)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 11.9 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed Credit Agreement FA Sub 3 Limited immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.14 (Capital Adequacy), Section 2.16 2.15 (Taxes) or Section 2.14(c2.13(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 payablepayable except that, with respect to Base Rate Loans, the rate of interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. Each determination by such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation Loan (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued made or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement ObligationLoan, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business DayDay (or any business day in the United Kingdom or the Cayman Islands), the due date for such payment shall be extended to 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 the payment of interest on or principal of any Eurodollar Rate Loan or Peso TIIE 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 denominated in Dollars or Term Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.. Credit Agreement FA Sub 3 Limited
(f) Except Subject to the proviso in the second sentence of clause (a) above, except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.8(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit on behalf of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any 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, for such payments allocated to the Lenders, and in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.8(c) (
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.14(c) (Illegality), Section 2.15 (Increased Costs and Capital Adequacy), ) or Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by any the Administrative Agent after 2:00 p.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Applicable Unused Commitment FeeFee Rate), 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company Borrower to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company Borrower fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (other
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York City time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) 10.8 in immediately available funds without deduction, set-off or counterclaim. Each The Administrative Agent shall will promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, principal or interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause clauses (e) and (f) or (g) belowof this Section 2.12, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy2.13(c), Section 2.16 (Taxes) 2.13(e), Section 2.14 or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) 2.15 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 1:00 p.m. (Local TimeNew York City time) shall be deemed to be received on the next Business Day.
(b) All computations of interest and of fees based on the Base Rate shall be made by the applicable Administrative Agent on the basis of a year of 365/366 days, as the case may be and all computations of all other interest and all fees shall be made by the Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay such Loans outstanding as Base Rate Loans and then, then to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base with those Eurodollar Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(ed) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate Rate, for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans andLoans, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(fe) Except for payments and other amounts received by any Agent and applied in accordance with Subject to the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.12(f) (Mandatory Prepayments)and except as otherwise provided in Section 2.8), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, of and interest on, on any portion of the Loans such that the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable payable, and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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 thereto, and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(gf) The Borrowers During the continuance of an Event of Default, the Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (e) above, 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 2.9(c8.2, apply all payments (subject in any event to the restrictions set forth in Section 8.3 in respect of the application of amounts funded to a cash collateral account in respect of outstanding Letter of Credit Obligations) in respect of any Obligations and all funds on deposit in any cash collateral account 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 Loans and Reimbursement Obligations;
(vii) seventh, to pay or prepay principal payments on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 8.3, ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; and
(viii) eighth, 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 Obligation described in any of clauses first through eighth, the available funds being applied with respect to any such 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 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 clause (f) may at any time and from time to time be changed by the agreement of all Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clauses first through fifth of this clause (f) may be changed only with the prior written consent of the Administrative Agent in addition to all Lenders.
(g) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans may be paid from the proceeds of Swing
Appears in 1 contract
Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 10.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed in immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Officesapplicable lending offices; provided, however, that amounts payable pursuant to Section 2.15 Sections 2.14 (Capital Adequacy), Section 2.16 2.15 (Taxes) or Section 2.14(c2.13(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Swingline Loans shall be paid only to the applicable Swing Swingline Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest in respect of interest at the Base Rate calculated pursuant to clause (a) of the definition thereof shall be made by the Administrative Agent on the basis of a 365/366-day year and actual days elapsed; all other computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractDollars.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, such the Administrative Agent may assume that such Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments))below, all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers each Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced to such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the Borrowerssuch Borrower, second, to pay all other Obligations of such Borrower then due and payable and third, as the Company such Borrower so designates. Payments in respect of Swing Swingline Loans received by any the Administrative Agent shall be distributed to the applicable Swing Swingline Lender; , payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Required Lenders or (B) the acceleration of the Obligations pursuant to Section 2.9(c8.1, shall, apply all payments in respect of any Obligations of such Borrower in the following order:
(i) first, to pay interest on and then principal of any portion of the Loans that 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 such Borrower;
(ii) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
(iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers;
(iv) fourth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers;
(v) fifth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations;
(vi) sixth, to pay or prepay principal amounts on the Swingline Loans;
(vii) seventh, to pay or prepay principal amounts on all other Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 8.2 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; and
(viii) eighth, 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 Obligation described in any of clauses (i) through (viii) above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation 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 (i) through (viii) above may at any time and from time to time be changed by the agreement of the Required Lenders without necessity of notice to or consent of or approval by the Borrowers or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses (i) through (iv) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Required Lenders. The order of priority set forth in clauses (i) through (vi) above may be changed only with the prior written consent of the Swingline Lender in addition to that of the Required Lenders.
(h) At the option of the Administrative Agent, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans may be paid from the proceeds of Swingline Loans or Revolving Loans. Each Borrower hereby authorizes the Swingline Lender to make such Swingline Loans pursuant to Section 2.4 (Swingline Loans) and the Lenders to make such Revolving Loans pursuant to Section 2.2(a) (Borrowing Procedures) from time to time in the amounts of any and all Reimbursement Obligations, interest, fees, expenses and other sums payable by it in respect of the Revolving Loans, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Swing Loans and Revolving Loans and to distribute the proceeds of such Swing Loans and Revolving Loans to pay such amounts. Each Borrower agrees that all such Swing Loans and Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 4.2 (Conditions Precedent to Each Extension of Credit), which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Payments and Computations. (a) The Borrowers Company shall make each payment hereunder (including fees and expenses) not later than 2:00 1:00 p.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable LendersLC Participants, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, below for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), ) or Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender LC Participant or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLC Participants. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days or, in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Feeaccruing with respect to LC Disbursements, 365 days or 366 days, as applicable), 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Company of any Loan, Reimbursement Obligation LC Disbursement (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurredDollars; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation reimbursement of LC Disbursements in respect of such Letter of Credit prior to purchase thereof by the LC Participants and (ii) other than for payments in respect of a Loan or Reimbursement Obligationan LC Disbursement, Loan LC Facility Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractLC Facility Document.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower Company to the Lenders LC Participants prior to the date on which any payment is due hereunder that such Borrower the Company will not make such payment in full, such the Administrative Agent may assume that such Borrower the Company has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender LC Participant on such due date an amount equal to the amount then due such LenderLC Participant. If and to the extent that such Borrower the Company shall not have made such payment in full to such the Administrative Agent, each applicable Lender LC Participant shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender LC Participant together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLC Disbursements) for each day from the date such amount is distributed to such Lender LC Participant until the date such Lender LC Participant repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all All payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Company shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant all Obligations owing to the express provisions of this Agreement on behalf of any Lender, Administrative Agent for which such the Administrative Agent has not then been reimbursed by such Lender any LC Participant or the BorrowersCompany, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Tenet Healthcare Corp)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (orDollars, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Notices Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause Section 2.8(c) (fMandatory Prepayments) and in clauses (e) or (gf) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.14 (Capital Adequacy), Section 2.16 2.15 (Taxes) or Section 2.14(c2.13(c) (Increased Costs) or (d) (Special Provisions Governing Eurodollar Rate LoansIllegality) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York time) shall be deemed to be received on the next Business Day.
(b) All computations of interest on Base Rate Loans calculated based on clause (i) of the definition of Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 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. All other computations of interest and of fees shall be made by the applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a an interest rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars or Term Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(ed) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate Rate, for the first Business Day and Day, and, thereafter, at the rate applicable to Base Rate Loans andLoans, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(fe) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (gf) below (or required to be applied in accordance with Section 2.9(c) 2.8 (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s 's Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any the Administrative Agent shall be distributed to each Term Loan Lender in accordance with such Lender’s '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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(gf) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.8 (Mandatory Prepayments) and clause (e) above, the Administrative Agent may, and, upon either (A) the written direction of the Agents or the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), shall, deliver a Blockage Notice to each Deposit Account Bank and apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account (including all proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) and all other proceeds of Collateral in the following order: First, to pay interest on and then principal of any portion of the Revolving Loans that 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; Second, to pay Obligations in respect of any expense reimbursements or indemnities and Cash Management Obligations then due to the Administrative Agent; Third, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers; Fourth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; Fifth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; Sixth, to pay or prepay principal amounts on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts, and Obligations owing with respect to Hedging Contracts; Seventh, to the ratable payment of all other Obligations; and Eighth, any excess to the Borrower; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses first, second, third, fourth, fifth, sixth and seventh above, the available funds being applied with respect to any such 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 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, second, third, fourth, fifth, sixth and seventh above 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 by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses first, second, and fourth above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Requisite Lenders.
(g) At the option of the Administrative Agent, principal on the Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans and Protective Advances may be paid from the proceeds of Revolving Loans. The Borrower hereby authorizes the Revolving Credit Lenders to make Revolving Loans
Appears in 1 contract
Samples: Credit Agreement (Massey Energy Co)
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 2.13 (Capital Adequacy), Section 2.16 2.14 (Taxes) or Section 2.14(c2.12(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing LenderLenders. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days or, in the case of Obligations Term Loans bearing interest at the Base Rate and the Unused Commitment Feebased on Citibank’s base rate, 365 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation Term Loan (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Term Loan was made, such Letter of Credit issued made or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement ObligationTerm Loan, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Term Loans denominated in Dollars shall be applied as follows: first, to repay such Term Loans outstanding as Base Rate Loans or and then, to repay such Term Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c2.7(c) (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Term Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any the Administrative Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term Loans; 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c2.7(c) (Mandatory Prepayments) and clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies) shall, subject to the provisions of the Intercreditor Agreement, apply all payments in respect of any Obligations and all other proceeds of Collateral in the following order: (i) first, to pay Secured Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;
Appears in 1 contract
Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 12:00 noon (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 12:00 noon (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or and then, to repay such Loans outstanding as Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such paymentLoans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loans.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower to the Lenders prior to the date on which any payment is due hereunder that such the Borrower will not make such payment in full, such the Administrative Agent may assume that such the Borrower has made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such the Borrower shall not have made such payment in full to such the Administrative Agent, each applicable Lender shall repay to such the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, thereafter at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base RateLoans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such the Administrative Agent.
(f) Except for payments and other amounts received by any the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) 2.9 (Mandatory Prepayments)), all payments and any other amounts received by each the Administrative Agent from or for the benefit of the Borrowers Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such the Administrative Agent has not then been reimbursed by such Lender or the BorrowersBorrower, second, to pay all other Obligations then due and payable and third, as the Company Borrower so designates. Payments in respect of Swing Loans received by any the Administrative Agent shall be distributed to the applicable Swing Loan Lender; payments in respect of Revolving Loans received by any the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term Lender in accordance with such Lender’s Ratable Portion of the Term LoansPortion; 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, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) 2.9 (
Appears in 1 contract
Payments and Computations. (a) The Borrowers shall make each payment hereunder (including fees and expenses) not later than 2:00 p.m. 11:00 a.m. (Local TimeNew York time) on the day when due, in the currency specified herein (or, if no such currency is specified, in Dollars) to the applicable Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. Each The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans), Section 2.15 (Capital Adequacy) or Section 2.16 (Taxes) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by any the Administrative Agent after 2:00 p.m. 11:00 a.m. (Local TimeNew York 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 applicable Administrative Agent on the basis of a year of 360 days (or with respect to Eurodollar Rate Loans and 365/366 days in the case of Obligations bearing interest at the Base Rate and the Unused Commitment Fee)with respect to all other computations, 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 such the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c) Each payment by the Borrowers of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation owing under any Financing Agreement shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurredDollars; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents Financing Agreements duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging ContractFinancing Agreement.
(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to 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 or Peso TIIE 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 Loans denominated in Dollars shall be applied to repay such Loans outstanding as Base Rate Loans or Eurodollar Rate Loans as notified by the Company to the Administrative Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (New York time) one Business Day prior to the scheduled date of such payment, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods; provided, however, that if the Company fails to so notify the Administrative Agent, such payment shall be applied follows: first, to repay any such Loans outstanding as Base Rate Loans and then, to repay any such Loans outstanding as Eurodollar Rate Loans. All repayments of any Loans denominated in Pesos shall be applied to repay such Loans outstanding as Peso Base , with those Eurodollar Rate Loans or Peso TIIE Rate Loans as notified by the applicable Mexican Borrower to the Mexican Facility Agent in writing (which writing may be by telecopy or electronic mail) not later than 1:00 p.m. (Mexico City time) one Business Day having earlier expiring Interest Periods being repaid prior to the scheduled date of such payment; provided, however, that if such Mexican Borrower fails to so notify the Mexican Facility Agent, such payment shall be applied first, to repay such Loans outstanding as Peso Base Rate Loans and then, to repay such Loans outstanding as Peso TIIE Rate Loansthose having later expiring Interest Periods.
(e) Unless any the Administrative Agent shall have received notice from the applicable Borrower Borrowers to the Lenders prior to the date on which any payment is due hereunder that such Borrower the Borrowers will not make such payment in full, such the Administrative Agent may assume that such Borrower has the Borrowers have made such payment in full to such the Administrative Agent on such date and such the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower the Borrowers shall not have made such payment in full to such Agent, each applicable Lender shall repay to such Agent forthwith on demand such amount distributed to such Lender together with interest thereon (in the case of the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans and, in the case of the Mexican Facility Agent, at the Peso Base Rate) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to such Agent.
(f) Except for payments and other amounts received by any Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by each Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans such Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by any Agent shall be distributed to the applicable Swing Lender; payments in respect of Revolving Loans received by any Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by any Agent shall be distributed to each Term 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, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.
(g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (AMENDED AND RESTATED CREDIT AGREEMENT
Appears in 1 contract
Samples: Credit Agreement (J Crew Group Inc)
